SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 Quarter Ended January 3, 1998. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 1-12636 THERMO REMEDIATION INC. (Exact name of Registrant as specified in its charter) Delaware 59-3203761 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1964 South Orange Blossom Trail Apopka, Florida 32703 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 622-1000 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Class Outstanding at January 30, 1998 ---------------------------- ------------------------------- Common Stock, $.01 par value 12,753,250 PAGE PART I - FINANCIAL INFORMATION Item 1 - Financial Statements THERMO REMEDIATION INC. Consolidated Balance Sheet (Unaudited) Assets January 3, March 29, (In thousands) 1998 1997 ------------------------------------------------------------------------ Current Assets: Cash and cash equivalents $ 8,348 $ 18,600 Short-term available-for-sale investments, at quoted market value (amortized cost of $4,048 and $4,096) 4,034 4,101 Accounts receivable, less allowances of $1,606 and $1,557 32,037 21,631 Unbilled contract costs and fees 7,765 5,685 Prepaid income taxes 3,626 3,348 Prepaid expenses 2,732 1,820 Due from parent company and Thermo Electron 798 321 -------- -------- 59,340 55,506 -------- -------- Property, Plant, and Equipment, at Cost 55,987 54,958 Less: Accumulated depreciation and amortization 19,589 18,444 -------- -------- 36,398 36,514 -------- -------- Other Assets (Note 3) 12,445 13,403 -------- -------- Cost in Excess of Net Assets of Acquired Companies (Note 2) 38,566 29,588 -------- -------- $146,749 $135,011 ======== ======== 2PAGE THERMO REMEDIATION INC. Consolidated Balance Sheet (continued) (Unaudited) Liabilities and Shareholders' Investment January 3, March 29, (In thousands except share amounts) 1998 1997 ------------------------------------------------------------------------ Current Liabilities: Accounts payable $ 13,650 $ 7,359 Accrued payroll and employee benefits 4,505 3,566 Deferred revenue 1,698 1,391 Billings in excess of revenues earned 1,468 879 Accrued interest 321 784 Accrued income taxes 1,050 286 Other accrued expenses 3,114 2,281 -------- -------- 25,806 16,546 -------- -------- Deferred Income Taxes 3,035 3,035 -------- -------- Long-term Obligations: 4 7/8% Subordinated convertible debentures 37,950 37,950 3 7/8% Subordinated convertible note, due to parent company 2,650 2,650 -------- -------- 40,600 40,600 -------- -------- Shareholders' Investment (Note 2): Common stock, $.01 par value, 50,000,000 shares authorized; 13,885,421 and 13,388,073 shares issued 139 134 Capital in excess of par value 88,306 85,402 Retained earnings (1,580) (3,328) Treasury stock at cost, 1,132,171 and 823,741 shares (9,548) (7,382) Net unrealized gain (loss) on available-for-sale investments (9) 4 -------- -------- 77,308 74,830 -------- -------- $146,749 $135,011 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 3PAGE THERMO REMEDIATION INC. Consolidated Statement of Income (Unaudited) Three Months Ended ------------------------- January 3, December 28, (In thousands except per share amounts) 1998 1996 ----------------------------------------------------------------------- Revenues $34,620 $34,252 ------- ------- Costs and Operating Expenses: Cost of revenues 30,673 29,538 Selling, general, and administrative expenses 3,424 3,326 New business development expenses 209 250 ------- ------- 34,306 33,114 ------- ------- Operating Income 314 1,138 Interest Income 231 456 Interest Expense (includes $26 to related party in fiscal 1998 and 1997) (558) (558) Equity in Earnings of Unconsolidated Subsidiary - 118 Gain on Sale of Unconsolidated Subsidiary (Note 3) 3,012 - ------- ------- Income Before Provision for Income Taxes 2,999 1,154 Provision for Income Taxes 1,298 534 ------- ------- Net Income $ 1,701 $ 620 ======= ======= Basic and Diluted Earnings per Share (Note 4) $ .13 $ .05 ======= ======= Weighted Average Shares (Note 4): Basic 12,718 12,923 ======= ======= Diluted 15,207 13,219 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 4PAGE THERMO REMEDIATION INC. Consolidated Statement of Income (Unaudited) Nine Months Ended ------------------------- January 3, December 28, (In thousands except per share amounts) 1998 1996 ----------------------------------------------------------------------- Revenues $96,463 $85,685 ------- ------- Costs and Operating Expenses: Cost of revenues 82,871 72,061 Selling, general, and administrative expenses 10,083 9,051 New business development expenses 644 807 ------- ------- 93,598 81,919 ------- ------- Operating Income 2,865 3,766 Interest Income 773 1,443 Interest Expense (includes $77 to related party in fiscal 1998 and 1997) (1,665) (1,652) Equity in Earnings of Unconsolidated Subsidiary 174 677 Gain on Sale of Unconsolidated Subsidiary (Note 3) 3,012 - Other Income 204 136 ------- ------- Income Before Provision for Income Taxes 5,363 4,370 Provision for Income Taxes 2,390 1,748 ------- ------- Net Income $ 2,973 $ 2,622 ======= ======= Earnings per Share (Note 4): Basic $ .24 $ .20 ======= ======= Diluted $ .23 $ .20 ======= ======= Weighted Average Shares (Note 4): Basic 12,552 12,883 ======= ======= Diluted 12,994 13,503 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 5PAGE THERMO REMEDIATION INC. Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended ------------------------- January 3, December 28, (In thousands) 1998 1996 ---------------------------------------------------------------------- Operating Activities: Net income $ 2,973 $ 2,622 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,615 5,197 Equity in earnings of unconsolidated subsidiary (174) (677) Gain on sale of unconsolidated subsidiary (Note 3) (3,012) - Gain on sale of investments - (136) Provision for losses on accounts receivable 71 117 Other noncash items (228) 54 Changes in current accounts, excluding the effects of acquisitions: Accounts receivable (9,012) (6,229) Unbilled contract costs and fees (1,386) (3,725) Due from parent company and Thermo Electron (477) (107) Other current assets (843) (36) Billings in excess of revenues earned 588 39 Accrued interest (463) (459) Other current liabilities 3,739 7,315 ------- ------- Net cash provided by (used in) operating activities (2,609) 3,975 ------- ------- Investing Activities: Acquisitions, net of cash acquired (Note 2) (5,064) (1,681) Purchases of available-for-sale investments - (15,788) Proceeds from sale and maturities of available-for-sale investments 48 15,908 Purchases of property, plant, and equipment (4,653) (5,724) Purchase of other assets (885) (1,447) Proceeds from sale of unconsolidated subsidiary (Note 3) 8,825 - Other 472 65 ------- ------- Net cash used in investing activities $(1,257) $(8,667) ------- ------- 6PAGE THERMO REMEDIATION INC. Consolidated Statement of Cash Flows (continued) (Unaudited) Nine Months Ended ------------------------ January 3, December 28, (In thousands) 1998 1996 ---------------------------------------------------------------------- Financing Activities: Net proceeds from issuance of Company common stock $ 77 $ 274 Advances to subcontractor (2,600) - Repurchases of Company common stock (3,055) (5,429) Dividends paid (354) (450) Other (454) 794 ------- ------- Net cash used in financing activities (6,386) (4,811) ------- ------- Decrease in Cash and Cash Equivalents (10,252) (9,503) Cash and Cash Equivalents at Beginning of Period 18,600 26,247 ------- ------- Cash and Cash Equivalents at End of Period $ 8,348 $16,744 ======= ======= Noncash Activities: Fair value of assets of acquired companies $13,629 $ 6,476 Cash paid for acquired companies (5,665) (1,705) Issuance of common stock for acquired companies (2,850) (2,006) ------- ------- Liabilities assumed of acquired companies $ 5,114 $ 2,765 ======= ======= Sale of real estate in exchange for note receivable $ 1,894 $ - ======= ======= Dividends reinvested in Company common stock $ 870 $ 850 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 7PAGE THERMO REMEDIATION INC. Notes to Consolidated Financial Statements 1. General The interim consolidated financial statements presented have been prepared by Thermo Remediation Inc. (the Company) without audit and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the financial position at January 3, 1998, the results of operations for the three- and nine-month periods ended January 3, 1998, and December 28, 1996, and the cash flows for the nine-month periods ended January 3, 1998, and December 28, 1996. The Company's results of operations for the three-month periods ended January 3, 1998, and December 28, 1996, include 14 weeks and 13 weeks, respectively, and its results of operations for the nine-month periods ended January 3, 1998, and December 28, 1996, include 40 weeks and 39 weeks, respectively. Interim results are not necessarily indicative of results for a full year. The consolidated balance sheet presented as of March 29, 1997, has been derived from the consolidated financial statements that have been audited by the Company's independent public accountants. The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the annual financial statements and notes of the Company. The consolidated financial statements and notes included herein should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1997, filed with the Securities and Exchange Commission. 2. Acquisitions In May 1997, the Company, through its Remediation Technologies, Inc. (ReTec) subsidiary, acquired substantially all of the assets, subject to certain liabilities, of TriTechnics Corporation (TriTechnics) for $1,600,000 in cash. TriTechnics provides comprehensive consulting and remedial services at refinery and chemical-plant sites, and had revenues in calendar-year 1996 of approximately $4,300,000. In August 1997, the Company, also through ReTec, acquired substantially all the assets, subject to certain liabilities, of RPM Systems, Inc. (RPM Systems) for 374,507 shares of the Company's common stock, valued at $2,400,000, and $600,000 in cash. RPM provides consulting services in the areas of environmental management, planning, and information technology, and had revenues in calendar-year 1996 of approximately $1,300,000. In November 1997, the Company, through its Thermo Nutech Inc. (Thermo Nutech) subsidiary, acquired substantially all of the assets, subject to certain liabilities, of Benchmark Environmental Corporation (Benchmark) for 85,106 shares of the Company's common stock, valued at $450,000, and $2,900,000 in cash. Benchmark provides nuclear-remediation and waste-management services to government agencies and private industry, and had revenues in calendar-year 1996 of approximately $5,000,000. 8PAGE THERMO REMEDIATION INC. 2. Acquisitions (continued) These acquisitions have been accounted for using the purchase method of accounting, and their results have been included in the accompanying financial statements from their respective dates of acquisition. The aggregate cost of these acquisitions exceeded the estimated fair value of the acquired net assets by $6,509,000, which is being amortized over periods of 20 to 40 years. Allocation of the purchase price was based on an estimate of the fair value of the net assets acquired and is subject to adjustment upon finalization of the purchase price allocation. The Company has gathered no information that indicates that the final allocation of purchase price will differ materially from the preliminary estimate. Pro forma data is not presented since the acquisitions were not material to the Company's results of operations. 3. Sale of Unconsolidated Subsidiary On October 6, 1997, the Company sold its 50% limited-liability interest in RETEC/TETRA, L.C. to TETRA Thermal, Inc. for $8,825,000 in cash, subject to a post-closing adjustment. The Company realized a pre-tax gain of $3,012,000 on the sale. 4. Earnings per Share During the quarter ended January 3, 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share." As a result, all previously reported earnings per share have been restated; however, basic and diluted earnings per share equals the Company's previously reported primary and fully diluted earnings per share, respectively, for the periods presented. Basic earnings per share have been computed by dividing net income by the weighted average number of shares outstanding during the periods. Diluted earnings per share have been computed assuming the conversion of convertible obligations and the elimination of the related interest expense, and the exercise of stock options, as well as their related income tax effects. 9PAGE THERMO REMEDIATION INC. 4. Earnings per Share (continued) Basic and diluted earnings per share were calculated as follows: Three Months Ended Nine Months Ended ------------------- -------------------- (In thousands except Jan. 3, Dec. 28, Jan. 3, Dec. 28, per share amounts) 1998 1996 1998 1996 ------------------------------------------------------------------------ Basic Net income $ 1,701 $ 620 $ 2,973 $ 2,622 -------- -------- -------- -------- Weighted average shares 12,718 12,923 12,552 12,883 -------- -------- -------- -------- Basic earnings per share $ .13 $ .05 $ .24 $ .20 ======== ======== ======== ======== Diluted Net income $ 1,701 $ 620 $ 2,973 $ 2,622 Effect of convertible obligations 293 - 46 46 -------- -------- -------- -------- Income available to common shareholders, as adjusted $ 1,994 $ 620 $ 3,019 $ 2,668 -------- -------- -------- -------- Weighted average shares 12,718 12,923 12,552 12,883 Effect of: Convertible obligations 2,387 - 270 270 Stock options 102 296 172 350 -------- -------- -------- -------- Weighted average shares, as adjusted 15,207 13,219 12,994 13,503 -------- -------- -------- -------- Diluted earnings per share $ .13 $ .05 $ .23 $ .20 ======== ======== ======== ======== The computation of diluted earnings per share excludes the effect of assuming the exercise of certain outstanding stock options and warrants because the effect would be antidilutive. As of January 3, 1998, there were 578,645 of such options and warrants outstanding, with exercise prices ranging from $7.18 to $15.40 per share. In addition, the computation of diluted earnings per share for certain periods excludes the effect of assuming the conversion of certain convertible obligations because the effect would be antidilutive. As of January 3, 1998, the Company had $37,950,000 principal amount of 4 7/8% subordinated convertible debentures, convertible at $17.92 per share, that were excluded from the calculation of diluted earnings per share for the nine- month period. 10PAGE THERMO REMEDIATION INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading "Forward-looking Statements" in Exhibit 13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1997, filed with the Securities and Exchange Commission. Overview The Company is a national provider of environmental services, including industrial, nuclear, and soil remediation, as well as waste- fluids recycling. The Company's ReTec subsidiary is a provider of consulting, engineering, and on-site services to help clients manage problems associated with environmental compliance, waste management, and the remediation of industrial sites contaminated with organic wastes and residues. Through its TriTechnics subsidiary, acquired in May 1997, ReTec provides comprehensive consulting and remedial services at refinery and chemical-plant sites. In addition, ReTec's RPM Systems subsidiary, acquired in August 1997, provides consulting services in the areas of environmental management, planning, and information technology. The Company's IEM Sealand Corporation (IEM Sealand) subsidiary, acquired in September 1996, performs cleanups of hazardous waste sites for government and industry as a prime construction contractor, and also completes predesigned remedial-action contracts at sites containing hazardous, toxic, and radioactive waste. IEM Sealand's business is traditionally strongest during the summer and fall seasons. The Company's Thermo Nutech subsidiary provides services to remove radioactive contaminants from sand, gravel, and soil, and also provides health physics, radiochemistry laboratory, and radiation dosimetry services. The Company's Benchmark subsidiary, acquired in November 1997, is a provider of nuclear-remediation and waste-management services to government agencies and private industry. The Company's TPS Technologies Inc. subsidiary designs and operates facilities for the remediation of nonhazardous soil, and operates such facilities along the East and West Coasts. The Company's Thermo Fluids Inc. subsidiary collects, tests, processes, and recycles used motor oil and other industrial fluids. 11PAGE THERMO REMEDIATION INC. Overview (continued) The Company's businesses are affected by several factors, particularly government spending, enactment and enforcement of environmental legislation, economic cycles, the availability of federal and state funding for environmental cleanup, local competition, and extreme weather variations. Results of Operations Third Quarter Fiscal 1998 Compared With Third Quarter Fiscal 1997 Revenues increased to $34,620,000 in the third quarter of fiscal 1998 from $34,252,000 in the third quarter of fiscal 1997. Revenues increased primarily due to increased revenues from construction and consulting engineering services at ReTec, as well as the inclusion of $2,607,000 in revenues from acquired businesses. This increase was offset by a $6,350,000 decrease in revenues at IEM Sealand, resulting from a decline in the number of contracts in process during the third quarter of fiscal 1998. The gross profit margin decreased to 11% in the third quarter of fiscal 1998 from 14% in the third quarter of fiscal 1997 due to losses on certain contracts at IEM Sealand and increased lower-margin revenues at ReTec. This decrease was offset in part by a greater percentage of soil-remediation revenues earned at certain higher-margin soil- remediation facilities. Selling, general, and administrative expenses as a percentage of revenues remained unchanged at 10% in the third quarter of fiscal 1998 and 1997. Interest income decreased to $231,000 in the third quarter of fiscal 1998 from $456,000 in the third quarter of fiscal 1997 as a result of lower average invested balances, primarily due to the Company's funding of an increase in accounts receivable. Equity in earnings of unconsolidated subsidiary represents ReTec's proportionate share of income from a joint venture. Gain on sale of unconsolidated subsidiary results from the Company's sale of its interest in this joint venture (Note 3). The effective tax rate was 43% in the third quarter of fiscal 1998 and 46% in the third quarter of fiscal 1997. The effective tax rates exceeded the statutory federal income tax rate, primarily due to the nondeductible amortization of cost in excess of net assets of acquired companies and the impact of state income taxes. The decrease in the effective tax rate in fiscal 1998 resulted primarily from the smaller relative effect of nondeductible amortization. 12PAGE THERMO REMEDIATION INC. First Nine Months Fiscal 1998 Compared With First Nine Months Fiscal 1997 Revenues increased 13% to $96,463,000 in the first nine months of fiscal 1998 from $85,685,000 in the first nine months of fiscal 1997. Revenues increased $15,690,000 due to the inclusion of revenues from acquired businesses and, to a lesser extent, due to increased revenues from construction and consulting engineering services at ReTec. This increase was offset by a $6,350,000 decrease in revenues at IEM Sealand, resulting from a decline in the number of contracts in process during the third quarter of fiscal 1998. Revenues from soil-remediation services decreased 17%, resulting from a decline in the volume of soil processed due to overcapacity in the industry and, to a lesser extent, competitive pricing pressures early in the period. The gross profit margin decreased to 14% in the first nine months of fiscal 1998 from 16% in the first nine months of fiscal 1997, due to increased lower-margin revenues at ReTec and IEM Sealand. Selling, general, and administrative expenses as a percentage of revenues remained relatively unchanged at 10% and 11% in the first nine months of fiscal 1998 and 1997, respectively. Interest income decreased to $773,000 in the first nine months of fiscal 1998 from $1,443,000 in the first nine months of fiscal 1997, due to the reason discussed in the results of operations for the third quarter. Equity in earnings of unconsolidated subsidiary represents ReTec's proportionate share of income from a joint venture. Gain on sale of unconsolidated subsidiary results from the Company's sale of its interest in this joint venture (Note 3). The effective tax rate was 45% in the first nine months of fiscal 1998 and 40% in the first nine months of fiscal 1997. The effective tax rates exceeded the statutory federal income tax rate, primarily due to the nondeductible amortization of cost in excess of net assets of acquired companies and the impact of state income taxes. The increase in the effective tax rate in fiscal 1998 resulted primarily from the reversal of previously provided taxes in the fiscal 1997 period which were no longer required. Liquidity and Capital Resources Consolidated working capital was $33,534,000 at January 3, 1998, compared with $38,960,000 at March 29, 1997. Cash, cash equivalents, and short-term available-for-sale investments were $12,382,000 at January 3, 1998, compared with $22,701,000 at March 29, 1997. During the first nine months of fiscal 1998, net cash used in operating activities was $2,609,000. The Company funded an increase in accounts receivable of $9,012,000, primarily due to increased revenues at ReTec and delays in pursuit of collections on IEM Sealand's accounts receivable. The Company expects to address this matter by increasing collection efforts over the next several quarters. 13PAGE THERMO REMEDIATION INC. Liquidity and Capital Resources (continued) The Company's investing activities used $1,257,000 of cash during the first nine months of fiscal 1998. The Company expended $5,064,000, net of cash acquired, for acquisitions (Note 2) and $4,653,000 for purchases of property, plant, and equipment during the first nine months of fiscal 1998. The Company expects to expend approximately $1,900,000 for purchases of property, plant, and equipment for the remainder of fiscal 1998. On October 6, 1997, the Company sold its 50% limited-liability interest in RETEC/TETRA L.C. for $8,825,000 in cash (Note 3). The Company's financing activities used $6,386,000 of cash during the first nine months of fiscal 1998. During the period, the Company advanced $2,600,000 to a subcontractor associated with several Company projects. Through a series of actions commencing in September 1996, the Company's Board of Directors has authorized the repurchase, through various dates ending in July 1998, of up to $15,000,000 of its own securities in the open market, or in negotiated transactions. Any repurchases under the Company's authorizations are funded from working capital. Through January 3, 1998, the Company had expended $11,372,000 under these authorizations, of which $3,055,000 was expended in the first nine months of fiscal 1998. On September 10, 1997, the Company paid a semiannual cash dividend of $0.10 per share of common stock to shareholders on record as of August 15, 1997. The Company paid $354,000 in connection with this dividend. The amount of cash paid by the Company is dependent on the number of shareholders participating in the Company's Dividend Reinvestment Plan. Although the Company generally expects to have positive cash flow from its existing operations, the Company may require significant amounts of cash for any additional acquisitions of businesses or technology. While the Company currently has no agreement to make any acquisitions, it expects that it will finance any such acquisitions through a combination of internal funds, additional debt or equity financing, and/or short-term borrowings from Thermo TerraTech Inc. or Thermo Electron Corporation, Thermo TerraTech Inc.'s parent company, although it has no agreement with these companies to ensure funds will be available on acceptable terms, or at all. The Company believes its existing resources are sufficient to meet the capital requirements of its existing operations for the foreseeable future. PART II - OTHER INFORMATION Item 2 - Changes in Securities and Use of Proceeds (c) Recent Sales of Unregistered Securities On November 20, 1997, the Company issued 85,106 shares of its Common Stock in partial consideration for its acquisition of Benchmark (Note 2). Such shares were issued to four former shareholders of Benchmark (all of whom were directors, officers, and/or key employees of Benchmark) in reliance on Section 4(2) of the Securities Act of 1933, as amended. Item 6 - Exhibits See Exhibit Index on the page immediately preceding exhibits. 14PAGE THERMO REMEDIATION INC. 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 as of the 6th day of February 1998. THERMO REMEDIATION INC. Paul F. Kelleher --------------------------- Paul F. Kelleher Chief Accounting Officer John N. Hatsopoulos --------------------------- John N. Hatsopoulos Chief Financial Officer and Vice President 15PAGE THERMO REMEDIATION INC. EXHIBIT INDEX Exhibit Number Description ------------------------------------------------------------------------ 27 Financial Data Schedule.