-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBz7LxzyE5i2ErtqtL+GziJU6wgd1traJGGEEyVBISIyPSJxLIGnlzKx0PvysNkT nHqV4CjChimrAUf50yy+Jw== 0001012870-99-002626.txt : 19990805 0001012870-99-002626.hdr.sgml : 19990805 ACCESSION NUMBER: 0001012870-99-002626 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981201 ITEM INFORMATION: FILED AS OF DATE: 19990804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATG INC CENTRAL INDEX KEY: 0001054000 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 942657762 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23781 FILM NUMBER: 99677801 BUSINESS ADDRESS: STREET 1: 47375 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104903008 MAIL ADDRESS: STREET 1: 47375 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 8-K/A 1 AMENDMENT #1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 Current Report Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 1998 ATG INC. (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 0-23781 94-2657762 (Commission File Number) (IRS Employer Identification No.) 47375 Fremont Boulevard, Fremont, CA 94538 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 490-3008 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Financial Statements of Business Acquired The following financial statements respecting the acquired assets are included as part of this report: Report of Independent Accountants Statement of Assets Acquired and Liabilities Assumed of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business as of September 30, 1998 and December 31, 1997 Statement of Revenue and Direct Operating Expenses of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business for the Nine Months Ended September 30, 1998 and for the Year Ended December 31, 1997 Notes to Financial Statements b) Pro Forma Financial Information The following pro forma financial information is included as part of this report: Introduction to Pro Forma Financial Information Pro Forma Condensed Combined Balance Sheet as of September 30, 1998 (unaudited) Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 1998 and for the Year Ended December 31, 1997 (unaudited) Notes to Pro Forma Combined Financial Statements c) Exhibits 2.1 Final bankruptcy court bid dated November 13, 1998.* 2.2 Form of letter agreement dated December 1, 1998 among the purchasers and the Trustee.* 23.1 Consent of Independent Accountants. _________ *Incorporated by reference to exhibits filed with the Registrant's Form 8-K dated December 1, 1998. -2- 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 hereunto duly authorized. ATG Inc. Dated: August 4, 1999 By: /s/ Steven J. Guerrettaz --------------------------- Steven J. Guerrettaz Vice President - Chief Financial Officer -3- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of ATG Inc. We have audited the accompanying statement of assets acquired and liabilities assumed of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business as of September 30, 1998 and December 31, 1997 and the related statement of revenue and direct operating expenses for the nine months ended September 30, 1998 and for the year ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion, the financial statements audited by us present fairly, in all material respects, the assets acquired and liabilities assumed of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business as of September 30, 1998 and December 31, 1997, and the related statement of revenue and direct operating expenses for the nine months ended September 30, 1998 and for the year ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ PricewaterhouseCoopers LLP Knoxville, Tennessee July 27, 1999 -4- Statement of Assets Acquired and Liabilities Assumed of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business (In thousands)
September 30, December 31, 1998 1997 ---------------------- --------------------- ASSETS Accounts receivable $ 3,535 $ 6,877 Inventory 613 194 Property, plant and equipment, net 58,803 59,435 Intangibles, net 2,648 3,448 Other 215 215 --------------------- --------------------- $ 65,814 $ 70,169 ===================== ===================== LIABILITIES Accrued waste disposal $ 3,658 $ 2,068 Accrued decommissioning 164 94 --------------------- --------------------- $ 3,822 $ 2,162 ===================== =====================
The accompanying notes are an integral part of these financial statements. -5- Statement of Revenue and Direct Operating Expenses of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business (In thousands)
Nine Months Fiscal Year Ended Ended September 30, 1998 December 31, 1997 --------------------- --------------------- Revenue $ 17,685 $ 21,155 Direct Operating Expenses 25,781 35,901 --------------------- --------------------- Excess of Direct Operating Expenses over Revenue $ (8,096) $ (14,746) ===================== =====================
The accompanying notes are an integral part of these financial statements. -6- Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business Notes to Financial Statements 1. BUSINESS AND BASIS OF PRESENTATION On December 1, 1998, ATG Inc. (the "Company"), acquired certain assets and business lines from the trustee (the "Trustee" or "Seller") for debtors under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Massachusetts, Case Nos. 97-21385-CJK through 97- 21389-CJK. The assets and business lines acquired were formerly owned by Molten Metal Technology, Inc. or its affiliates ("MMT"). The accompanying statement of assets acquired and liabilities assumed as of September 30, 1998 and December 31, 1997 of the MMT Catalytic Extraction and Wet Waste Business and the related statement of revenue and direct operating expenses for the nine months ended September 30, 1998 and the year ended December 31, 1997 were prepared from the books and records maintained by MMT using the historical cost method, of which the Catalytic Extraction Business and Wet Waste Business represents a specific business unit. The Catalytic Extraction and Wet Waste Business has never operated as a separate business entity or division of MMT but rather has been an integrated part of MMT's consolidated business. The statement of revenue and direct operating expenses do not include charges from MMT for corporate selling, general, administrative, interest and income tax expense since such items are considered to be MMT corporate expenses and are not allocable to individual business units. Such expenses included costs for MMT's executive management, information systems support, corporate accounting and treasury functions, corporate legal matters, and other such costs. The statement of revenue and direct operating expenses include the revenue and direct costs that relate to the Catalytic Extraction and Wet Waste Business. Direct operating expenses include salaries and wages, fringe benefits, materials, depreciation and other expenses directly associated with revenue generating activities. The assets purchased by the Company included substantially all of the fixed assets, contracts, licenses and permits associated with the Seller's catalytic extraction processing (thermal treatment) of radioactively contaminated resins used at nuclear power plants and wet waste processing of radioactive contaminated liquids. The businesses also included the rental of containers and shielded transportation equipment and sale of treatment, dewatering and volume reduction equipment. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Inventory - --------- Inventory consists primarily of waste containers that are specifically identified and are valued at the lower of acquisition cost or market. Intangible Assets - ----------------- Intangible assets are stated at cost. Amortization is calculated on a straight- line basis over the estimated useful lives of the related assets. -7- Property, Plant and Equipment - ----------------------------- Property, plant and equipment are stated at cost. Depreciation on equipment is calculated on a straight-line basis over the estimated useful lives of the related assets. Repairs and maintenance costs are charged to expense as incurred. Revenue Recognition - ------------------- Revenue from waste processing services is generally recognized upon the substantial completion of the waste treatment process. Revenue from transportation services and equipment sales is recognized as the services are provided and equipment is delivered. Direct Operating Expenses - ------------------------- Direct operating expenses incurred represent only those costs associated with the direct revenue and operations of the businesses. Such costs include allowance for bad debts, reserves for closure or decommissioning, depreciation, amortization, interest and taxes. Costs associated with estimates of realizable value or valuation of assets, including impairment of assets have not been included. 3. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment include the following at September 30, 1998 and December 31, 1997 (in thousands):
1998 1997 -------------- -------------- Land $ 267 $ 267 Buildings 12,018 12,007 Machinery and equipment 40,485 44,900 Construction in progress 10,501 4,543 -------------- -------------- 63,271 61,717 Less: Accumulated depreciation (4,468) (2,282) -------------- -------------- $ 58,803 $ 59,435 ============== ==============
4. INTANGIBLES Intangibles consist of the following as of September 30, 1998 and December 31, 1997 (in thousands):
1998 1997 -------------- -------------- Non-compete agreement $ 2,768 $ 2,768 Permits 1,466 1,466 Engineering drawings and other 934 934 -------------- -------------- 5,168 5,168 Less: Accumulated amortization (2,520) (1,720) -------------- -------------- $ 2,648 $ 3,448 ============== ==============
-8- PRO FORMA FINANCIAL INFORMATION Introduction to Pro Forma Financial Information The unaudited pro forma combined balance sheet of the Company as of September 30, 1998 assumes that the acquisition of certain assets and assumption of certain liabilities of MMT's Catalytic Extraction and Wet Waste Business had occurred on that date. The unaudited pro forma combined statements of operations for the nine months ended September 30, 1998 and for the year-ended December 31, 1997 present the results of operations of the Company assuming the acquisition of MMT's Catalytic Extraction and Wet Waste Business had been consummated as of the beginning of the periods indicated. The unaudited pro forma combined financial statements have been prepared by the Company and all calculations have been made based upon assumptions deemed appropriate. Included in these assumptions is the presumption that no additional selling, general and administrative costs are required because the current infrastructure is deemed sufficient to support the additional activities anticipated from the acquisition. The unaudited pro forma combined financial statements were prepared utilizing the accounting policies of the Company. The preliminary allocations of the purchase price, which may be subject to certain adjustments as the Company finalizes the allocation of the purchase price in accordance with generally accepted accounting principles, are included in the unaudited pro forma combined financial statements. The purchase price has been allocated based upon the estimated fair values of the assets acquired and liabilities assumed. The unaudited pro forma combined financial information does not purport to be indicative of the results of operations or the financial position which would have actually been obtained if the acquisition had been consummated on the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to be indicative of the results of operations or financial position which may be achieved in the future. The unaudited pro forma combined financial information should be read in conjunction with the Company's historical consolidated financial statements and notes thereto contained in the 1998 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, June 30, 1998, and September 30, 1998, and the Statements of Assets Acquired and Liabilities Assumed and of Revenue and Direct Operating Expenses of MMT's Catalytic Extraction and Wet Waste Business presented herein. -9- ATG INC. Pro Forma Condensed Combined Balance Sheet As of September 30, 1998 (In thousands) (Unaudited)
Net Assets Pro Forma Pro Forma ATG Inc. Acquired Adjustements Combined -------------- ---------------- ------------------ ----------------- Current Assets: Cash and cash equivalents $ 6,894 $ - $ (2,931) $ 3,963 Accounts receivable, net 14,647 3,535 (779) 17,403 Prepayments and other current assets 1,584 613 238 2,435 -------------- ---------------- ------------------ ----------------- Total current assets 23,125 4,148 (3,472) 23,801 Property and equipment, net 25,019 58,803 (43,432) 40,390 Other assets 4,802 2,863 (1,021) 6,644 -------------- ---------------- ------------------ ----------------- $ 52,946 $ 65,814 $ (47,925) $ 70,835 ============== ================ ================== ================= Current Liabilities: Short-term borrowings $ - $ - $ 3,800 $ 3,800 Current portion of long-term debt 1,638 - 3,133 4,771 Accounts payable and accrued liabilities 6,608 3,822 1,267 11,697 -------------- ---------------- ------------------ ----------------- Total current liabilities 8,246 3,822 8,200 20,268 Long-term Debt and Capital Leases 5,689 - 5,867 11,556 Deferred Income Taxes 467 - - 467 Shareholders' Equity 38,544 - - 38,544 -------------- ---------------- ------------------ ----------------- $ 52,946 $ 3,822 $ 14,067 $ 70,835 ============== ================ ================== =================
The accompanying notes are an integral part of this statement. -10- ATG INC. Pro Forma Condensed Combined Statement Of Operations For The Nine Months Ended September 30, 1998 (In thousands, except per share data) (Unaudited)
Net Assets Pro Forma Pro Forma ATG Inc. Acquired Adjustments Combined ---------------- ----------------- ------------------- ---------------- Revenue $21,288 $17,685 $ - $38,973 Cost and expenses 16,297 25,781 (3,436) 38,642 ---------------- ----------------- ------------------- ---------------- Operating income (loss) 4,991 (8,096) 3,436 331 Interest Income 139 - - 139 ---------------- ----------------- ------------------- ---------------- Income (loss) before taxes 5,130 (8,096) 3,436 470 Provision (benefit) for taxes 2,052 - (1,872) 180 ---------------- ----------------- ------------------- ---------------- Net income (loss) $ 3,078 $(8,096) $ 5,308 $ 290 ================ ================= =================== ================ Net income per share Basic $ 0.24 $ 0.02 Diluted $ 0.23 $ 0.02 Weighted average shares Basic 12,686 12,686 Diluted 13,412 13,412
The accompanying notes are an integral part of this statement. -11- ATG INC. Pro Forma Condensed Combined Statement Of Operations For The Year Ended December 31, 1997 (In thousands, except per share data) (Unaudited)
Net Assets Pro Forma Pro Forma ATG Inc. Required Adjustments Combined --------------- ----------------- -------------------- ----------------- Revenue $19,107 $ 21,155 $ - $ 40,262 Costs and expenses 18,192 35,901 (3,013) 51,080 ---------------- ------------------ --------------------- ------------------ Operating income (loss) 915 (14,746) 3,013 (10,818) Interest income 58 - - 58 ---------------- ------------------ --------------------- ------------------ Income (loss) before taxes 973 (14,746) 3,013 (10,760) Provision (benefit) for taxes (45) - 45 - ---------------- ------------------ --------------------- ------------------ Net income (loss) 1,018 (14,746) 2,968 (10,760) Accretion of mandatorily (1,469) - - (1,469) redeemble preferred stock ---------------- ------------------ --------------------- ------------------ Net loss available to common $ (451) $(14,746) $ 2,968 $(12,229) shareholders ================ ================== ===================== ================== Net loss per share $ (0.06) $ (1.62) Weighted average shares 7,532 7,532
The accompanying notes are an integral part of this statement. -12- ATG INC. Notes to Pro Forma Combined Financial Statements (Unaudited) 1. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 1998 and year ended December 31, 1997, have been prepared by combining the historical consolidated financial statements of operations of the Company with the historical statements of revenue and direct expenses related to the net assets acquired. 2. The acquisition is being accounted for using the purchase method of accounting. The net purchase price is less than the fair market value of assets purchased, thus no goodwill has been recognized. 3. The pro forma combined statements of operations include adjustments to: 1) reflect estimated depreciation and amortization based on the allocated purchase price to the assets acquired; and 2) adjust the combined tax provision. 4. The pro forma combined balance sheet has been prepared to reflect the acquisition of the assets and assumed liabilities as of the date of purchase. Pro forma adjustments are made to reflect: 1) the payment of cash and related borrowings; 2) the assumption of certain liabilities related to legacy wastes, reserves for decommissioning of the facility and limited cure costs payable to vendors; 3) the estimated fair value of land, buildings and equipment purchased; and 4) the estimated fair value of receivables, inventory and intangible assets. There was no goodwill reflected in the transaction. -13- EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-62963 and No. 333-72349) of ATG Inc. of our report dated July 27,1999 relating to the statement of assets acquired and liabilities assumed and the related statement of revenue and direct operating expenses of the Molten Metal Technology, Inc. Catalytic Extraction and Wet Waste Business, appearing in this current report on Form 8- K/A of ATG Inc. dated December 1, 1998. /s/ PricewaterhouseCoopers LLP Knoxville, Tennessee August 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----