SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended April 4, 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.)
Damonmill Square
9 Pond Lane, Suite 5A
Concord, MA 01742-2851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 and (2) has been subject to the filing requirements for
at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of May 29, 1998, was approximately $20,417,000.
As of May 29, 1998, the Registrant had 12,934,652 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Fiscal 1998 Annual Report to Shareholders for the
year ended April 4, 1998, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on September 15, 1998, are incorporated by reference
into Part III.
PART I
Item 1. Business
(a) General Development of Business
Thermo Remediation Inc. (the Company or the Registrant) is a national
provider of environmental-liability management services. Through a
nationwide network of offices, the company offers these and related
consulting services in five areas: industrial remediation, nuclear
remediation, waste-fluids collection and recycling, soil remediation, and
environmental-management and information-technology systems.
The Company's industrial remediation businesses provide consultation,
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 and inorganic wastes and residues.
The Company also performs the cleanup of hazardous waste sites for government
and industry as a prime construction contractor and completes predesigned
remedial action contracts at sites containing hazardous, toxic, and radioactive
wastes. In May 1997, the Company acquired TriTechnics Corporation, an
environmental engineering and consulting firm, for $1.6 million in cash.
In the nuclear-remediation area, the Company provides services to remove
radioactive contaminants from sand, gravel, and soil, as well as health physics
services, radiochemistry laboratory services, radiation dosimetry services,
radiation-instrument calibration and repair services, and radiation-source
production. In November 1997, the Company acquired Benchmark Environmental
Corporation, a provider of nuclear-remediation and waste-management services to
government and private sector clients, for 85,106 shares of the Company's common
stock, valued at $450,000, and $2,900,000 in cash.
The Company also collects, tests, processes, and recycles used motor oil
and other industrial fluids.
The Company designs and operates facilities for the remediation of
nonhazardous soil, and operates such facilities on the East and West Coasts. The
Company also designs and operates mobile equipment for the on-site remediation
of such wastes.
The Company develops and implements management and computer-based systems
that aid in the collection and application of environmental data, helping to
establish or improve a customer's environmental-compliance program while
controlling the related costs. In August 1997, the Company acquired RPM Systems,
Inc., an environmental-management, planning, and information technology company,
for 374,507 shares of the Company's common stock, valued at $2,400,000, and
$600,000 in cash.
The Company was incorporated in November 1991 as an indirect, wholly owned
subsidiary of Thermo TerraTech Inc. On October 1, 1993, pursuant to a
reorganization, Thermo TerraTech contributed to the Company certain additional
assets and liabilities pertaining to its soil-remediation business. As of April
4, 1998, Thermo TerraTech owned 8,874,551 shares of the common stock of the
Company, representing 69% of such stock
2
outstanding. Thermo TerraTech intends, for the foreseeable future, to maintain
at least 50% ownership of the Company. A publicly traded subsidiary of Thermo
Electron Corporation, Thermo TerraTech provides industrial outsourcing services
and manufacturing support encompassing a broad range of specializations,
including infrastructure engineering, design and construction, environmental
compliance, laboratory testing, and metal treating.
As of April 4, 1998, Thermo Electron owned 193,900 shares of the
Company's common stock, representing 1.5% of such stock outstanding. Thermo
Electron develops, manufactures, and markets analytical and monitoring
instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; paper recycling and
papermaking equipment; alternative-energy systems; industrial process equipment;
and other specialized products. Thermo Electron also provides industrial
outsourcing, laboratory, and metallurgical services, and conducts
advanced-technology research and development. Thermo Electron and Thermo
TerraTech may purchase shares of the Company's common stock from time to time in
the open market or in negotiated transactions. During fiscal 19981, Thermo
Electron and Thermo TerraTech purchased 8,500 shares of the Company's common
stock in the open market for $62,000.
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report on Form
10-K. 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 the Registrant's Fiscal 1998 Annual Report to
Shareholders, which statements are incorporated herein by reference.
(b) Financial Information About Industry Segments
The Company conducts business in one industry segment: environmental
services. Within this segment, the principal products and services are
industrial-remediation services, nuclear-remediation services, waste-fluids
collection and recycling services, soil-remediation services, and
environmental-management and information-technology systems.
- --------
1 References to fiscal 1998, 1997, and 1996 herein are for the fiscal years
ended April 4, 1998, March 29, 1997, and March 30, 1996, respectively.
3
(c) Description of Business
(i) Principal Products and Services
Industrial-remediation Services
The Company provides environmental consulting and remediation construction
management to clients in the transportation, refining, chemical, wood treating,
gas, and electric utility industries across the nation. Through its consulting,
engineering, and on-site services, the Company offers a broad array of remedial
solutions, all of which are applied from a risk-management perspective, to help
clients manage problems associated with environmental compliance, waste
management, and the remediation of industrial sites contaminated with various
wastes and residues. The Company provides particular expertise in
bioremediation, and in managing wastes from manufactured-gas plants, refineries,
and railroad properties.
The Company performs cleanups of hazardous waste sites for government and
industry as a prime construction contractor and completes predesigned remedial
action contracts at sites containing hazardous, toxic, and radioactive wastes.
Under contracts with federal and state governments, and other public- and
private-sector clients, the Company also provides project management and
construction services for the remediation of hazardous and nonhazardous wastes.
Most of this contract work is obtained through a bid process, with the job being
awarded to the lowest qualified bidder.
Nuclear-remediation Services
The Company provides services to remove radioactive contaminants from soil,
as well as health physics services, radiochemistry laboratory services,
radiation dosimetry services, radiation-instrument calibration and repair
services, and radiation-source production. As part of its radiation and
nuclear/health physics services business, the Company provides site surveys for
radioactive materials and on-site samples, as well as analysis in support of
decontamination programs and dosimetry services to measure personnel exposure.
In addition, using its proprietary segmented-gate system technology, the Company
removes radioactive contaminants from soil. A substantial part of the Company's
health physics services has been performed under the U.S. Department of Energy's
remedial action programs.
Waste-fluids Collection and Recycling Services
The Company collects, tests, processes, and recycles used motor oil and
other industrial fluids. In addition, the Company collects and recycles oily
water and oil filters. The Company has processing facilities in Phoenix and
Tucson, Arizona; Las Vegas, Nevada; Nampa, Idaho; Commerce City, Colorado; and
Portland, Oregon from which it operates a fleet of oil and water collection
trucks to pick up waste oils and oily water. Each facility consists of a series
of tanks set in protective enclosures used to store the fluids before
processing. Processing of oil consists of straining, filtering, and blending.
4
Once processed, the oil is sold as burner fuel for a variety of industrial uses,
including use in cement and asphalt kilns, industrial furnaces, and as "cutter
stock" to make marine diesel fuel for large, oceangoing vessels. Water is
processed to reclaim all usable oil and remove solid contaminants until the
water meets sewer-discharge standards.
Soil-remediation Services
The Company designs and operates facilities for the remediation of
nonhazardous soil. The Company's soil-remediation centers are environmentally
secure facilities for receiving, storing, and processing petroleum-contaminated
soils. Each site consists principally of a soil-remediation unit and a
soil-storage area. The Company currently provides soil-remediation services at
facilities in California, Oregon, Washington, South Carolina, Maryland, and New
York.
The market for remediation of petroleum-contaminated soils, as with many
other waste markets, was created by environmental regulations. The market for
soil-remediation services has been driven largely by state programs to enforce
the EPA's underground storage tank (UST) regulations and to fund cleanups. UST
compliance requirements and attendant remediation costs are often beyond the
financial capabilities of individuals and smaller companies. To address this
problem, some states established tax-supported trust funds to assist in the
financing of UST compliance and remediation. Many states have realized that the
number of sites requiring remediation and the costs of compliance are
substantially higher than were originally estimated. As a result, several states
have significantly reduced compliance requirements and altered regulatory
approaches and standards in order to reduce the costs of cleanup. More lenient
regulatory standards, reduced enforcement, and uncertainty with respect to such
changes have resulted in lower levels of cleanup activity in most states where
the Company conducts business, which has had a material adverse effect on the
Company's business. In addition, underground and aboveground tank regulations,
clean water legislation, and real estate transfer and financing transactions
also influence demand for soil-remediation services.
Environmental-Management and Information-Technology Services
The Company helps public utilities, government institutions, and Fortune
500 companies develop and implement management and computer-based systems that
aid in the collection and application of environmental data. By helping to
establish or improve a customer's environmental-compliance program, the
Company's customized services promote and support the integration of
environmental-management functions with everyday business activities. The
Company's services help multinational companies accurately estimate and control
the cost of their environmental- compliance and health and safety efforts. The
Company also develops measurement systems that track clients' progress toward
their stated environmental-performance goals.
5
(ii) New Products
The Company has made no commitments to new products that would require the
investment of a material amount of the Company's assets.
(iii) Raw Materials
Supplies purchased by the Company are available either from a number of
different suppliers or from alternative sources that could be developed without
a material adverse effect on the Company's business. To date, the Company has
experienced no difficulties in obtaining these materials.
(iv) Patents, Licenses, and Trademarks
The Company currently owns or has rights under licenses to a number of U.S.
patents. Although the Company believes that patent protection provides it with
competitive advantages with respect to certain portions of its business and will
continue to seek patent protection when appropriate, the Company also believes
that its business depends primarily upon trade secrets and the technical and
marketing expertise of its personnel.
The Company has a perpetual, exclusive, and royalty-free license from
Thermo TerraTech to develop, own, and operate soil-remediation centers and to
employ mobile remediation equipment incorporating Thermo TerraTech's technology
throughout North America (other than in Massachusetts and New Hampshire).
(v) Seasonal Influences
A majority of the Company's businesses experience seasonal fluctuations. A
majority of the Company's soil-remediation sites, as well as the Company's
fluids-recycling sites, experience declines in revenues if severe weather
conditions occur. Site remediation work and certain environmental testing
services may decline in winter months as a result of severe weather conditions.
(vi) Working Capital Requirements
In general, there are no special credit terms extended to customers that
would have a material adverse effect on the Company's working capital.
(vii) Dependency on a Single Customer
A substantial portion of the Company's nuclear-remediation services have
been provided to the U.S. government. One subcontract for the U.S. government
accounted for approximately 5% and 10% of the Company's total revenues in fiscal
1997 and 1996, respectively. All other U.S. government agencies accounted for
10%, 25%, and 16% of the Company's total revenues in fiscal 1998, 1997, and
1996, respectively.
6
(viii) Backlog
The Company's backlog of firm orders was approximately $51,860,000 and
$36,927,000 as of April 4, 1998, and March 29, 1997, respectively. The Company
believes that substantially all of the backlog at April 4, 1998, will be
completed during the next 12 months. Certain of these orders are subject to
cancellation by the customer upon payment of a cancellation charge and all
federal government contracts are subject to termination at any time by the
government without penalty. Soil-remediation and waste-fluids recycling services
are provided on a current basis pursuant to purchase orders. Accordingly, there
is no backlog for these services.
(ix) Government Contracts
See Dependency on a Single Customer.
(x) Competition
Many of the Company's businesses are engaged in highly competitive,
regional markets, with competition coming from numerous small firms offering
limited services, as well as much larger firms that offer an array of services.
In the market for industrial-remediation services, the Company competes
with numerous regional and local companies as well as a number of national
remediation contractors. The Company competes primarily based on value, with the
vast majority of the contracts it seeks awarded on the basis of scope,
effectiveness, and cost. Other competitive factors for the Company's
industrial-remediation businesses include: reputation; experience; breadth and
quality of services offered; and technical, managerial, and business
proficiency.
The type of nuclear-remediation services offered by the Company are also
offered by many large national companies. The Company competes primarily on the
basis of its proprietary technology and price.
The Company operates the largest fleet of waste-fluids collection vehicles
in Arizona and Nevada. The Company competes with numerous smaller and several
larger collection companies in its current market primarily on the basis of
quality of service and price.
Competition in the soil-remediation business is intense. The Company's
principal competitors are landfills, including major landfill companies. The
Company also currently competes with companies offering a wide range of disposal
options, including other fixed-site, thermal-treatment facilities, operators of
mobile thermal-treatment facilities, bioremediation and vapor-extraction
facilities, and, in certain states, with asphalt plants and brick kilns that use
the contaminated soil in their production processes. Competition in the
soil-remediation market has always been highly localized, consisting mostly of
single-site or single-unit operators. Competitive conditions limit the prices
charged by the Company in each local market for soil-remediation services.
7
Pricing is therefore a major competitive factor for the Company. The Company
believes competition and price pressure will remain intense for the foreseeable
future.
Approximately 20 companies offer environmental management and information
systems of the type provided by the Company. While some of these companies
possess resources similar to those of the Company, many are large, national
consulting firms that devote a relatively small percentage of their resources to
this area. The Company competes for business, both regionally and nationally,
primarily on the basis of reputation and the quality of it services and, to a
lesser extent, on price. Less than 10% of the Company's work in this area is
obtained through a bidding process.
(xi) Environmental Protection Regulations
The Company believes that compliance by the Company with federal, state,
and local environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
(xii) Number of Employees
As of April 4, 1998, the Company employed a total of 952 persons.
(d) Financial Information About Exports by Domestic Operations and About
Foreign Operations
Not applicable.
8
(e) Executive Officers of the Registrant
Present Title (Fiscal Year First
Name Age Became Executive Officer)
---------------------------------------------------------------------
Dr. Robert W. Dunlap 61 President and Chief Executive
Officer (1996)
John N. Hatsopoulos 63 Chief Financial Officer and
Senior Vice President (1993)
Jeffrey L. Powell 39 Senior Vice President (1993)
Nels R. Johnson 47 Vice President (1995)
James Lousararian 39 Vice President (1991)
Norman A. Pedersen 40 Vice President (1997)
Paul F. Kelleher 55 Chief Accounting Officer (1993)
Each executive officer serves until his successor is chosen or appointed by
the Board of Directors and qualified or until earlier resignation, death, or
removal. All executive officers except Messrs. Dunlap, Powell, Johnson, and
Pedersen have held comparable positions for at least five years, with either the
Company, Thermo TerraTech, or Thermo Electron. Dr. Dunlap has been President and
Chief Executive Officer of the Company since April 1998, was a Vice President of
the Company from 1996 through April 1998, and has served as President of ReTec,
which he helped found, since 1985. Mr. Powell served as President of the Company
since its inception in 1993, and as its Chief Executive Officer from May 1997
until April 1998, when he was named Senior Vice President. Mr. Johnson has been
Vice President of the Company since 1995. He has served as President of the
Company's Thermo Nutech business since 1988. Mr. Pedersen has been Vice
President of ReTec since 1995. He has also served as Director of Business
Development for the Company and other Thermo Electron entities since 1991.
Messrs. Dunlap, Powell, Johnson, Lousararian, and Pedersen are full-time
employees of the Company. Messrs. Hatsopoulos and Kelleher are full-time
employees of Thermo Electron, but devote such time to the affairs of the Company
as the Company's needs reasonably require.
Item 2. Properties
The Company occupies approximately 116,000 square feet, pursuant to leases
expiring in fiscal 1999 through 2003, primarily in Colorado, Pennsylvania,
Massachusetts, Washington, Texas, Indiana, and North Carolina, from which it
provides industrial remediation services.
The Company leases approximately 38,000 square feet, pursuant to leases
expiring in fiscal 1999 through 2001, in New Mexico and Tennessee, and owns
approximately 34,000 square feet in New Mexico and California, from which it
provides nuclear-remediation services.
The Company owns approximately 50,000 square feet in Idaho and Arizona and
occupies an aggregate of approximately six acres on a site in Arizona and one
site in Nevada pursuant to leases expiring in fiscal 1999, consisting of office
space, fluids-recycling and maintenance facilities, and sites for fluids storage
tanks.
9
The Company owns approximately 72 acres in Maryland, California, and
Oregon, from which it provides soil-remediation services. The Company occupies
approximately 19 acres in New York, Washington, California, and South Carolina,
pursuant to leases expiring in fiscal 1999 through 2006, from which it provides
soil-remediation services. The Company also occupies approximately 12,000 square
feet of office and engineering space in Florida, pursuant to a lease expiring in
fiscal 1999.
The Company believes that these facilities are adequate for its present
operations and that other suitable space is readily available if any of such
leases are not extended.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
10
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters
Information concerning the market and market price for the Registrant's
Common Stock, $.01 par value, and dividend policy are included under the
sections labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's Fiscal 1998 Annual Report to Shareholders and is incorporated
herein by reference.
Item 6. Selected Financial Data
The information concerning the Registrant's selected financial data is
included under the sections labeled "Selected Financial Information" and
"Dividend Policy" in the Registrant's Fiscal 1998 Annual Report to Shareholders
and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's Fiscal 1998 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of April 4, 1998, are
included in the Registrant's Fiscal 1998 Annual Report to Shareholders and are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not applicable.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning Directors required under this item is
incorporated herein by reference from the material contained under the caption
"Election of Directors" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year. The information
concerning delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference from the material contained under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" under the caption
"Stock Ownership" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive Compensation"
in the Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120 days
after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the close of the fiscal year.
12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list below
are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in the
list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference are
set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
Item 14
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed by
the undersigned, thereunto duly authorized.
Date: June 11, 1998 THERMO REMEDIATION INC.
By: Robert W. Dunlap
------------------------------
Robert W. Dunlap
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of June 29, 1998.
Signature Title
By: Robert W. Dunlap President, Chief Executive Officer,
----------------------- and Director
Robert W. Dunlap
By: John N. Hatsopoulos Chief Financial Officer and
----------------------- Senior Vice President
John N. Hatsopoulos
By: Paul F. Kelleher Chief Accounting Officer
-----------------------
Paul F. Kelleher
By: John P. Appleton Chairman of the Board and Director
-----------------------
John P. Appleton
By: Elias P. Gyftopoulos Director
-----------------------
Elias P. Gyftopoulos
By: Fred Holubow Director
-----------------------
Fred Holubow
By: Theo Melas-Kyriazi Director
-----------------------
Theo Melas-Kyriazi
By: Frank E. Morris Director
-----------------------
Frank E. Morris
By: William A. Rainville Director
-----------------------
William A. Rainville
14
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Remediation Inc.:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Thermo Remediation Inc.'s
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated May 12, 1998. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in Item 14 on page 13 is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
May 12, 1998
15
SCHEDULE II
THERMO REMEDIATION INC.
VALUATION and QUALIFYING ACCOUNTS
(In thousands)
Balance
at Provision Accounts Balance
Beginning Charged to Accounts Written- at End
Description of Year Expense Recovered off Other(a) of Year
- ---------------------------------------------------------------------------
Allowance for
Doubtful Accounts
Fiscal Year Ended
April 4, 1998 $1,557 $ 193 $ - $ (144) $ 84 $1,690
Fiscal Year Ended
March 29, 1997 $ 786 $ 162 $ 5 $ (191) $ 795 $1,557
Fiscal Year Ended
March 30, 1996 $ 394 $ (184) $ 12 $ (96) $ 660 $ 786
(a) Includes allowances of businesses acquired during the year as described in
Note 3 to Consolidated Financial Statements in the Registrant's Fiscal 1998
Annual Report to Shareholders.
16
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Form of Agreement of Merger between Thermo Remediation Inc.
(California) and Thermo Remediation Inc. (Delaware) (filed as
Exhibit 2.1 to the Registrant's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by reference).
2.2 Securities Purchase Agreement dated as of September 27,
1993, between TPS Technologies Inc. and the Registrant
(filed as Exhibit 2.2 to the Registrant's Registration
Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
2.3 Asset Transfer Agreement dated as of October 1, 1993,
among Thermo TerraTech Inc. (formerly Thermo Process
Systems Inc.), TPS Technologies Inc., and the
Registrant (filed as Exhibit 2.3 to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-70544]
and incorporated herein by reference).
2.4 Exclusive License Agreement dated as of October 1,
1993, among Thermo TerraTech Inc. (formerly Thermo
Process Systems Inc.), TPS Technologies Inc., and the
Registrant (filed as Exhibit 2.4 to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-70544]
and incorporated herein by reference).
2.5 Non-Competition and Non-Disclosure Agreement dated as
of October 1, 1993, among Thermo TerraTech Inc.
(formerly Thermo Process Systems Inc.), TPS
Technologies Inc., and the Registrant (filed as Exhibit
2.5 to the Registrant's Registration Statement on Form
S-1 [Reg. No. 33-70544] and incorporated herein by
reference).
3.1 Certificate of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 [Reg.
No. 33-70544] and incorporated herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 [Reg.
No. 33-70544] and incorporated herein by reference).
3.3 Fiscal Agency Agreement dated as of May 5, 1995, among the
Registrant, Thermo Electron Corporation, and Chemical Bank, as
Fiscal Agent, with respect to the Registrant's 4 7/8% convertible
subordinated debentures due 2000.
17
Exhibit
Number Description of Exhibit
10.1 Corporate Services Agreement dated June 1, 1992, between Thermo
Electron Corporation and the Registrant (filed as Exhibit 10.1 to
the Registrant's Registration Statement on Form S-1 [Reg. No.
33-70544] and incorporated herein by reference).
10.2 Thermo Electron Corporate Charter, as amended and restated
effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-8002] and incorporated herein by
reference).
10.3 Tax Allocation Agreement dated as of June 1, 1992,
between Thermo TerraTech Inc. (formerly Thermo Process
Systems Inc.) and the Registrant (filed as Exhibit 10.3
to the Registrant's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by
reference).
10.4 Securities Purchase Agreement dated as of September 27,
1993, between Fred Holubow and the Registrant (filed as
Exhibit 10.5 to the Registrant's Registration Statement
on Form S-1 [Reg. No. 33-70544] and incorporated herein
by reference).
10.5 Master Repurchase Agreement dated January 1, 1994, between the
Registrant and Thermo Electron Corporation (filed as Exhibit 10.6
to the Registrant's Registration Statement on Form S-1 [Reg. No.
33-77818] and incorporated herein by reference).
10.6 Equity Incentive Plan of the Registrant (filed as
Exhibit 10.7 to the Registrant's Registration Statement
on Form S-1 [Reg. No. 33-70544] and incorporated herein
by reference).
10.7 Deferred Compensation Plan for Directors of the
Registrant (filed as Exhibit 10.8 to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-70544]
and incorporated herein by reference).
10.8 Amended and Restated Directors Stock Option Plan (filed as Exhibit
10.8 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended April 1, 1995 [File No. 1-12636] and incorporated
herein by reference).
18
Exhibit
Number Description of Exhibit
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of Thermo
Electron and Thermo TerraTech for services rendered to the
Registrant or to such affiliated corporations. The terms of such
plans are substantially the same as those of the Registrant's
Equity Incentive Plan.
10.9 Form of Indemnification Agreement for Officers and
Directors (filed as Exhibit 10.10 to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-70544]
and incorporated herein by reference).
10.10 Stock Purchase and Note Issuance Agreement dated as of
November 22, 1993, between Thermo TerraTech Inc.
(formerly Thermo Process Systems Inc.) and the
Registrant (filed as Exhibit 10.11 to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-70544]
and incorporated herein by reference).
10.11 $2,650,000 principal amount Subordinated Convertible
Note dated as of November 22, 1993, made by the
Registrant, issued to Thermo TerraTech Inc. (formerly
Thermo Process Systems Inc.) (filed as Exhibit 10.12 to
the Registrant's Registration Statement on Form S-1
[Reg. No. 33-70544] and incorporated herein by
reference).
10.12 Note dated December 24, 1994, from the Registrant to Thermo
Electron Corporation (filed as Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended April 1, 1995
[File No. 1-12636] and incorporated herein by reference).
10.13 Amended and Restated Master Guarantee Reimbursement and Loan
Agreement dated as of February 12, 1998, between the Registrant
and Thermo Electron Corporation.
10.14 Amended and Restated Master Guarantee Reimbursement and Loan
Agreement dated as of February 26, 1998, between the Registrant
and Thermo TerraTech Inc.
19
Exhibit
Number Description of Exhibit
10.15 Agreement and Plan of Merger dated as of December 1, 1995, by and
among the Registrant, TRI Acquisition Inc. and Remediation
Technologies, Inc. (filed as Exhibit 2(a) to Thermo TerraTech's
Current Report on Form 8-K relating to the events occurring on
December 8, 1995 [File No. 1-9549] and incorporated herein by
reference).
10.16 Agreement and Plan of Merger dated as of June 28, 1995, by and
among Thermo TerraTech Inc., Eberline Acquisition Inc., the
Registrant, and Eberline Holdings Inc. (filed as Appendix B to the
Registrant's Proxy Statement for the Annual Meeting held on
December 13, 1995 [File No. 1-12636] and incorporated herein by
reference).
10.17 Restated Stock Holdings Assistance Plan and Form of
Executive Loan.
13 Annual Report to Shareholders for the fiscal year ended April 4,
1998 (only those portions incorporated herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
20