-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jEQzTQk7yjKSOeBqlkxrCRVlyLStwUZc0bPhteJXJYbs2Yvhririur/I/T5PKydj V3pMNflQ5HhGngV2mxAtNg== 0000796038-95-000015.txt : 19950613 0000796038-95-000015.hdr.sgml : 19950613 ACCESSION NUMBER: 0000796038-95-000015 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950612 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950612 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO PROCESS SYSTEMS INC CENTRAL INDEX KEY: 0000796038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 042925807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09549 FILM NUMBER: 95546481 BUSINESS ADDRESS: STREET 1: 12068 MARKET ST CITY: LIVONIA STATE: MI ZIP: 48150 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 1995 ________________________________________ THERMO PROCESS SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 1-9549 04-2925807 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 12068 Market Street 48150 Livonia, Michigan (Zip Code) (Address of principal executive offices) (617) 622-1000 (Registrant's telephone number including area code) PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits On March 29, 1995, Beheersmaatschappij J. Amerika N.V. ("J. Amerika"), a 65%-owned subsidiary of Thermo Process Systems Inc. (the "Company"), acquired all of the issued and outstanding capital stock of Refining and Trading Holland B.V., which conducts business under the name "North Refinery" ("North Refinery"), from Stalt Holding B.V., a Dutch petroleum trading company. The purchase price for North Refinery's stock was NLG 9,568,000 (approximately $6,180,000) and 228,570 shares of J. Amerika's capital stock, valued at NLG 1,328,000 (approximately $857,000). J. Amerika has also agreed to pay, after the fifth anniversary date of the closing, an amount equal to 20% of the amount by which the cumulative pretax profits of North Refinery's business over the five-year period ending on such anniversary exceeds NLG 5,000,000. Following this transaction, the Company owns 62% of the outstanding stock of J.Amerika. (a) Financial Statements of Business Acquired Attached hereto. 2PAGE REPORT to the Board of Directors REFINING AND TRADING HOLLAND B.V. DELFZIJL on the 1993/94 accounts 3PAGE TABLE OF CONTENTS SECTION PAGE ------- ---- REPORT 1 Auditors' report 2 General 3 Adoption of the accounts and treatment of the loss 4 Tax position ANNEXES Annual accounts --------------- 1 Balance sheet at June 30, 1994 2 Profit and loss account for 1993/94 3 Notes to the accounts 3.1 Accounting policies 3.2 Notes to the balance sheet 3.3 Notes to the profit and loss account 3.4 Statement of source and application of funds Other Information ----------------- 4 Profit appropriation 5 Special powers granted under the Articles of Association 4PAGE the Board of Directors REFINING AND TRADING HOLLAND B.V. DELFZIJL Groningen, January 10, 1995 Dear Sirs: In accordance with our engagement to audit your company's accounts, we hereby report to you on the 1993/94 accounts. 1. AUDITORS' REPORT We have audited the annual accounts of Refining and Trading Holland B.V. of Delfzijl for the year 1993/94. We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. In our opinion, these annual accounts give a true and fair view of the financial position of the Company at June 30, 1994 and of the result for the year then ended and also comply with the other Dutch legal requirements for annual accounts. 2. GENERAL Annual report and accounts The annual accounts and other information included in this report form part of the Company's statutory report and accounts for filing purposes, which also include the directors' report on the Company's state of affairs during the 1993/94 financial year, the situation at the balance sheet date and the prospects for 1994/95. 3. ADOPTION OF THE ACCOUNTS AND TREATMENT OF THE LOSS The Annual General Meeting has adopted the annual accounts for the 1992/93 financial year as drawn up by the Board of Directors. In accordance with the proposed appropriation of profit, the profit NLG 1,937,000 has been set against accumulated losses. Pending the decision to be taken by the Annual General Meeting, it has been proposed to deduct the loss of NLG 1,319,000 for the 1993/94 financial year from the general reserve. The accounts have been drawn up on the assumption that this proposal will be accepted. 4. TAX POSITION 4.1 Corporation Tax On the basis of provisional calculations, the taxable loss for the 1993/94 year amounts to NLG 973,000. The breakdown is as follows: 5PAGE (In thousands of guilders) Loss before taxation (1,644) Depreciation based on current value, second revaluation 463 Movement in difference in valuing stock (25) ------ (1,206) Loss on participating interest 10 Non-deductible expenses 2 ------ (1,194) Investment contribution (WIR) 221 ------ Loss for tax purposes (973) ====== Movements in the carry-over losses were as follows: Provisional loss for tax purposes (973) Add: carry-back 1992/93 347 ------ Loss for tax purposes at June 30, 1994 (626) ====== Corporation tax recoverable 135 ====== 4.2 Investment grants At June 30, 1994, the grants still receivable for investments made in previous years were made up as follows: NLG ------- Grant for investments made after May 1, 1996: 1987/88 35,722 1988/89 33,754 1989/90 16,597 1992/93 134,517 ------- 220,590 ======= Since the grants concerning investments made after May 1, 1986 may only be set off against corporation tax actually payable, the amounts receivable for that period have not been included in the 1993/94 accounts in connection with the loss. Therefore, an amount of NLG 220,590 has been included under Other operating expenses in the 1993/94 profit and loss account. Yours faithfully, for Moret Ernst & Young Accountants J. Helmus P. Snabel 6PAGE ANNEXE 1 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL BALANCE SHEET AT JUNE 30, 1994 (after proposed treatment of the loss) (In thousands of guilders) 1993/94 1992/93 -------------------------------------- ----------- ----------- ASSETS Fixed Assets Tangible fixed assets 14,687 13,476 Fixed asset investments 265 275 ------ ------ 14,952 13,751 Current Assets Stocks 1,769 116 Debtors 735 748 Cash at bank and in hand 3 941 ------ ------ 2,507 1,805 Current Liabilities 6,032 2,194 ------ ------ (3,525) (389) ------ ------ 11,427 13,362 ====== ====== LIABILITIES Provisions 2,190 2,495 Investment grants equalisation account 685 356 Capital and reserves 8,552 10,511 ------ ------ 11,427 13,362 ====== ====== 7PAGE ANNEXE 2 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL PROFIT AND LOSS ACCOUNT FOR 1993/94 (In thousands of guilders) 1993/94 1992/93 -------------------------------------- ------------- ------------- Net Turnover 8,437 29,411 Change in stocks of finished goods 276 (234) ------ ------ Total Operating Income 8,713 29,177 Raw materials and consumables (including storage and freight) 5,137 22,209 ------ ------ Gross Profit 3,576 6,968 Operating Expenses Personnel expenses 1,796 1,866 Depreciation 2,255 2,263 Other 1,956 1,794 ------ ------ 6,007 5,923 ------ ------ Operating (Loss)/Profit (2,431) 1,045 Realised portion of revaluation reserve 985 985 ------ ------ (1,446) 2,030 Interest expense 188 93 Result from minority interest (10) - ------ ------ 198 93 ------ ------ (Loss)/Profit Before Taxation (1,644) 1,937 Taxes 325 - ------ ----- Net (Loss)/Profit (1,319) 1,937 ====== ====== 8PAGE ANNEXE 3.1 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS ACCOUNTING POLICIES General The annual accounts have been drawn up on the basis of current cost. The realised portion of the revaluation reserve formed at December 31, 1989 has been taken to the profit and loss account, whereas the realised portion of the revaluation of material fixed assets at June 30, 1992, has been taken directly to the distributable reserves. All amounts in the notes are in the thousands of guilders unless stated otherwise. Foreign Currency Translation Balance sheet items denominated in foreign currencies are translated into Dutch guilders at the rate of exchange ruling on the balance sheet date. Exchange differences are taken to the profit and loss account. In the profit and loss account, net turnover, costs and results are translated into Dutch guilders at the spot rates of exchange. The rate of exchange used for the U.S. dollar (the most important foreign currency) at the balance sheet date was NLG 1.79 (June 30, 1993; NLG 1.89). Tangible Fixed Assets Tangible fixed assets are carried at current cost net of straight-line depreciation based on their estimated useful lives. Fixed Asset Investments The participating interest included under this heading is stated at net asset value, being the Company's share in its capital and reserves. Stocks Stocks of raw materials and consumables are carried at the lower of cost and market value. Stocks of finished goods are carried at their estimated cost, which is based on their direct costs plus a mark-up for indirect costs. In valuing the stocks, allowance is made for the Company's hedging position at the end of the financial year. Debtors, Cash and Liabilities Debtors, cash and liabilities are included at face value. Debtors are stated net of a provision for doubtful debts. Debtors, cash and liabilities in foreign currency are translated into Dutch guilders at the rate of exchange ruling on the balance sheet date. 9PAGE ANNEXE 3.1 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) ACCOUNTING POLICIES (continued) Provisions The provision for deferred taxation is formed for: the revaluation of tangible fixed assets, taking into account carry-over losses of previous years; timing differences in the valuation of stocks of finished products; deferred tax on IPR grants received. Provisions are included at face value. Investment Grants Equalisation Account IPR grants received are taken to the Investment grants equalisation account, net of tax payable at current rates, and taken to the profit and loss account (and deducted from depreciation) evenly over the term of depreciation of the assets concerned. Net Turnover Net turnover represents the proceeds of goods and services supplied to third parties, net of discounts and VAT. Taxes Taxes are calculated on the result at current rates, taking into account current tax facilities such as investment allowance, partly deductible items and loss relief. Recognition of Income and Expenses Income and expenses are recognised in the period in which they are earned or incurred. 10PAGE ANNEXE 3.2 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE BALANCE SHEET 1993/94 1992/93 ------- ------- Tangible Fixed Assets a) Buildings 973 1,042 b) Plant and machinery 13,571 12,248 c) Other 143 186 ------ ------ 14,687 13,476 ====== ====== a b c Total ------ ------ ------ ------ Book value at June 30, 1993 1,042 12,248 186 13,476 Additions (replacements) 29 394 27 450 Additions (expansion) 88 3,053 - 3,141 (186) (2,124) (70) (2,380) ------ ------ ------ ------ Book value at June 30, 1994 973 13,571 143 14,687 ====== ====== ====== ====== Total of unrealised revaluations 273 4,922 - 5,195 Accumulated depreciation 632 9,500 485 10,617 Rates of depreciation: a) 10% - 20% - 33 1/3% b) 5% - 10% - 20% - 33 1/3% c) 20% - 33 1/3% - 50% The current value at June 30, 1992 was assessed by a recognized firm of appraisers. The tangible fixed assets are situated on land held on a long lease covering an area of approximately 6.12.09 ha. The contractual ground rent amounts to NLG 7.24 per centiare for 3.06.00 ha and NLG 5.00 for 3.06.09 ha. 1993/94 1992/93 ------- ------- Fixed Asset Investments Participating interest - 10 Loan 15 15 Mortgage loan 250 250 ------- ------ 265 275 ======= ====== In the 1992/93 financial year, a participating interest of 25% (NLG 10,000) was acquired in Grond- & Watersaneringstechnick Nederland B.V., Delfzijl. This Company was granted a loan of NLG 15,000. 11PAGE ANNEXE 3.2 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE BALANCE SHEET (continued) The participating interest has been valued at zero because a start-up loss of approximately NLG 40,000 is expected for the extended 1993/94 financial year. No repayments have been received in the year under review on the long-term mortgage loan of NLG 250,000 which was still outstanding at June 30, 1992. 1993/94 1992/93 ------- ------- Stocks Raw materials and consumables 1,424 47 Finished goods 345 69 ------ ------ 1,769 116 ====== ====== Debtors Group companies 302 410 Taxes and social security 178 84 Investment grants and corporation tax - 140 Other debtors, prepayments and accrued income 255 114 ------ ------ 735 748 ====== ====== Cash at Bank and in Hand Bank - 936 Cash 3 5 ------ ------ 3 941 ====== ====== Current Liabilities Bank overdraft 4,482 - Trade creditors 1,096 771 Taxes and social security 22 15 Investment commitment 64 941 Other creditors, accruals and deferred income 368 467 ------ ------ 6,032 2,194 ====== ====== 12PAGE ANNEXE 3.2 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE BALANCE SHEET (continued) The bank overdraft is secured by: a first mortgage of NLG 5,000,000 on the real property in Delfzijl; a deed in which Stalt Holding B.V., Forsythe International B.V., Refining and Trading Holland B.V., Forsythe International Ltd., Forsythe Trading Services Ltd., Sovjet Dutch Trading Ltd. and Toboil Ltd. assume joint and several liability for the credit; a pledge of debtors of Sovjet Dutch Trading Ltd., Forsythe International B.V. and Toboil Ltd.; a pledge of stocks; documents to be received under a letter of credit; risk participation of second banker for a one-third share. 1993/94 1992/93 ------- ------- Provisions Deferred taxation Balance at July 1 2,495 2,206 Movements were as follows: On account of IPR grants received (35% of NLG 647,800) 227 204 On account of timing differences 9 (10) On account of the profit for the year and the last available carry-over losses - 639 On account of tax payable on realised portion of revaluation reserve at December 31, 1989 (35% of the NLG 985,000 taken to profit) (345) (345) On account of tax payable on realised portion of revaluation reserve at June 30, 1992 (35% of NLG 463,200) (162) (162) On account of IPR grants taken to profit (35% of NLG 96,600) (34) (37) ------ ------ Balance at June 30 2,190 2,495 ====== ====== The provision for deferred taxation relates to: Revaluation of tangible fixed assets at December 31, 1989 (first tranche) 1,339 1,684 Revaluation of tangible fixed assets at June 30, 1992 (second tranche) 479 641 Stock valuation difference 12 3 IPR grants received 360 167 ------ ------ 2,190 2,495 ====== ====== This provision is mainly long-term in nature. 13PAGE ANNEXE 3.2 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE BALANCE SHEET (continued) 1993/94 1992/93 ------- ------- Investment Grants Equalisation Account Balance at July 1 356 90 Add: IPR grants received, net of deferred tax 421 378 transfer of deferred tax on account of provision taken to profit in the year under review 34 37 Less: investment grants taken to profit received from 1992/93 (97) (107) from previous years (29) (42) ------ ------ Balance at June 30 685 356 ====== ====== Capital and Reserves The breakdown is as follows: Paid-up and called-up share capital 4,638 4,638 Share premium 1,070 1,070 Revaluation reserve 3,364 4,305 General reserve/accumulated losses (520) 498 ------ ------ 8,552 10,511 ====== ====== Revaluation Reserve Balance at July 1 4,305 5,885 Less: additional provision for deferred tax on the revaluation of tangible fixed assets on account of the profit for the year (no more carry-over losses after 1992/93) - (639) realised portion of revaluation of tangible fixed assets, first tranche (640) (640) realised portion of revaluation of tangible fixed assets, second tranche (301) (301) ------ ------ Balance at June 30 3,364 4,305 ====== ====== General Reserve/Accumulated Losses Balance at July 1 498 (1,740) Net (loss)/profit after tax (1,319) 1,937 Revaluation reserve realised 301 301 ------ ------ Balance at June 30 (520) 498 ====== ====== 14PAGE ANNEXE 3.2 (continued) to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE BALANCE SHEET (continued) Commitments Not Shown on the Face of the Balance Sheet The Company has provided a bank guarantee of NLG 653,154 to the Collector of Customs and Excise in Winschoten. Head of the Group Refining and Trading Holland B.V. is a subsidiary of Stalt Holding B.V., The Hague. Published Consolidated Accounts The annual accounts of Refining and Trading Holland B.V. have been included in the consolidated accounts of Stalt Holding B.V., The Hague. The consolidated accounts have been filed at the Trade Registry in The Hague, where they are available for inspection. 15PAGE ANNEXE 3.3 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL NOTES TO THE ACCOUNTS (continued) NOTES TO THE PROFIT AND LOSS ACCOUNT 1993/94 1992/93 ------- ------- Personnel Expenses Salaries (1992/93 including a bonus of 48 for 1991/92) 1,496 1,583 Pension costs 39 32 Other social security charges 67 112 Other personnel expenses 194 139 ------ ------ 1,796 1,866 ====== ====== The average number of people employed during the 1993/94 financial year was 24 (1992/93: 26). 1993/94 1992/93 ------- ------- Depreciation Depreciation on tangible fixed assets based on historical cost 933 964 Add: additional depreciation on account of current value, first tranche 985 985 additional depreciation on account of current value, second tranche 463 463 Less: IPR grants taken to profit (126) (149) ------ ------ 2,255 2,263 ====== ====== Interest Expense Bank (including bank charges) 204 109 Other (16) (16) ------ ------ 188 93 ====== ====== Taxes The 1993/94 profit and loss account discloses a corporation tax income item of NLG 325,000, which can be broken down as follows: NLG ------- In connection with loss relief on the revaluation of tangible fixed assets, second tranche 162,000 Carry-back 135,000 From previous years 28,000 ------- 325,000 ======= 16PAGE ANNEXE 3.4 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL STATEMENT OF SOURCE AND APPLICATION OF FUNDS 1993/94 1992/93 ------------- ------------- Source of Funds Net (loss)/profit (1,319) 1,937 Depreciation 2,255 2,263 ------ ------ Cash flow 936 4,200 IPR grants received 648 582 Provision for deferred taxation to profit (153) (172) ------ ------ 1,431 4,610 Application of Funds Net investments in tangible fixed assets 3,591 4,825 Movement in fixed asset investments (10) 25 Decrease in revaluation reserve and deferred taxation owing to a revaluation of tangible fixed assets at December 31, 1989 985 985 ------ ------ 4,566 5,835 ------ ------ (3,135) (1,225) Working Capital (Increase)/Decrease in stocks (1,653) 2,199 (Increase)/Decrease in debtors 13 (388) (Increase)/Decrease in cash in hand 2 (4) (Decrease)/Increase in current liabilities, excluding bank overdraft (644) 444 ------ ------ (2,282) 2,251 ------ ------ (Increase)/Decrease in bank overdraft (5,417) 1,026 ====== ====== 17PAGE ANNEXE 4 to report dated January 10, 1995 REFINING AND TRADING HOLLAND B.V., DELFZIJL OTHER INFORMATION PROFIT APPROPRIATION Articles of Association Provisions on Profit Appropriation Under Article 17 (5) of the Articles of Association it is the prerogative of the shareholders in general meeting to appropriate the profit. Treatment of the Loss It has been proposed to deduct the 1993/94 loss of NLG 1,319,000 from the general reserve. The balance sheet at June 30, 1994 has been drawn up on the assumption that this proposal will be adopted. ANNEXE 5 SPECIAL POWERS GRANTED UNDER THE ARTICLES OF ASSOCIATION Stalt Holding B.V., the holder of 200 class A shares, has been granted the right to make binding nominations for one or more managing directors or supervisory directors. The annual General Meeting may, however, decide to overrule the binding nature of the nomination. The Board of Directors of Stalt Holding B.V. comprises Messrs. A.J. van Es, J.B. van Es and D.A. Slager. 18PAGE REFINING AND TRADING HOLLAND B.V. DELFZIJL Financial Statements for the six months ended December 31, 1994 19PAGE BALANCE SHEET AT DECEMBER 31, 1994 (In thousands of guilders) Dec. 31, 1994 June 30,1994 -------------------------------------- ------------- ------------- ASSETS Fixed Assets Tangible fixed assets 13,806 14,687 Fixed asset investments 275 265 ------ ------ 14,081 14,952 Current Assets Stocks 3,877 1,769 Debtors 830 735 Cash at bank and in hand 2 3 ------ ------ 4,709 2,507 Current Liabilities 7,571 6,032 ------ ------ (2,862) (3,525) ------ ------ 11,219 11,427 ====== ====== LIABILITIES Provisions 2,043 2,190 Investment grants equalisation account 800 685 Capital and reserves 8,376 8,552 ------ ------ 11,219 11,427 ====== ====== 20PAGE PROFIT AND LOSS ACCOUNT FOR SIX MONTHS ENDED DECEMBER 31, 1994 (In thousands of guilders) Dec. 31, 1994 Dec. 31, 1993 -------------------------------------- ------------- ------------- Net Turnover 8,935 2,214 Change in stocks of finished goods (1,966) 300 ------ ------- Total Operating Income 6,969 2,514 Raw materials and consumables (including storage and freight) 4,335 2,156 ------ ------ Gross Profit 2,634 358 Operating Expenses Personnel expenses 802 910 Depreciation 1,256 1,055 Other 848 777 ------ ------ 2,906 2,742 ------ ------ Operating (Loss)/Profit (272) (2,384) Realised portion of revaluation reserve 493 493 ------ ------ 221 (1,891) Interest expense 159 39 ------ ------ (Loss)/Profit Before Taxation 62 (1,930) Taxes 81 215 ------ ------ Net (Loss)/Profit 143 (1,715) ====== ====== 21PAGE STATEMENT OF SOURCE AND APPLICATION OF FUNDS Dec. 31, 1994 Dec. 31, 1993 ------------- ------------- Source of Funds Net (loss)/profit 143 (1,715) Depreciation 1,256 1,055 ------ ------ Cash flow 1,399 (660) IPR grants received 308 - Provision for deferred taxation to profit (81) (81) ------ ------ 1,626 (741) Application of Funds Net investments in tangible fixed assets 461 - Movement in fixed asset investments 10 3,392 Decrease in revaluation reserve and deferred taxation owing to a revaluation of tangible fixed assets at December 31, 1989 493 493 ------ ------ 964 3,885 ------ ------ 662 (4,626) Working Capital Increase in stocks (2,108) (521) Increase in debtors (95) (1,978) Decrease in cash in hand 1 938 (Decrease)/Increase in current liabilities, excluding bank overdraft (388) 2,421 ------- ------ (2,590) 860 ------ ------ Increase in bank overdraft (1,928) (3,766) ====== ====== 22PAGE NOTES TO THE ACCOUNTS - December 31, 1994 General The interim consolidated financial statements presented have been prepared without audit and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the results of operations for the six-month periods ended December 31, 1994 and 1993, the financial position at December 31, 1994, and the source and application of funds for the six-month periods ended December 31, 1994 and 1993. Interim results are not necessarily indicative of results for the full year. 23PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (b) Pro Forma Combined Condensed Financial Information The following unaudited pro forma combined condensed statement of income sets forth the results of operations for the year ended April 1, 1995, as if the acquisition of Refining and Trading Holland B.V. (referred to as North Refinery in the following pro forma combined condensed financial information) by the Company had occurred at the beginning of fiscal 1995. A pro forma combined condensed balance sheet that sets forth the financial position as of April 1, 1995 has not been provided since North Refinery has been reflected in the consolidated balance sheet included in Thermo Process' Annual Report on Form 10-K for the year ended April 1, 1995 filed with the Securities and Exchange Commission. The pro forma combined condensed statement of income for the fiscal year ended April 1, 1995 includes the results of operations of North Refinery for the twelve months ended April 1, 1995, derived by adding North Refinery's results of operations for the fourth quarter of the fiscal year ended June 30, 1994, the six months ended December 31, 1994, and the third quarter of the fiscal year ended June 30, 1995. The acquisition has been accounted for using the purchase method of accounting. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the acquisition of North Refinery been consummated at the beginning of fiscal 1995. The financial statements filed under part (a) of this item should be read in conjunction with this pro forma combined condensed financial statement. 24PAGE FORM 8-K/A THERMO PROCESS SYSTEMS INC. and REFINING AND TRADING HOLLAND B.V. PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited) Year Ended April 1, 1995 --------------------------------------------- Historical Pro Forma --------------------- --------------------- Thermo North Process Refinery Adjustments Combined -------- -------- ----------- -------- (In thousands except per share amounts) Revenues $133,803 $ 8,409 $ - $142,212 -------- -------- -------- -------- Costs and Operating Expenses: Cost of revenues 98,552 6,275 - 104,827 Selling, general and administrative expenses 26,257 2,717 104 29,078 New business development expenses 883 - - 883 -------- -------- -------- -------- 125,692 8,992 104 134,788 -------- -------- -------- -------- Operating Income (Loss) 8,111 (583) (104) 7,424 Gain on Issuance of Stock by Subsidiary 1,343 - - 1,343 Interest Income 3,322 - (260) 3,062 Interest Expense (2,855) (172) - (3,027) Other Income (Expense) 1,092 - - 1,092 -------- -------- -------- -------- Income Before Income Taxes and Minority Interest 11,013 (755) (364) 9,894 Income Tax Provision (2,630) 84 336 (2,210) Minority Interest Expense, Net (4,268) (1) 265 (4,004) -------- -------- -------- --------- Net Income $ 4,115 $ (672) $ 237 $ 3,680 ======== ======== ======== ======== Earnings per Share $ .24 $ .21 ======== ======== Weighted Average Shares 17,143 17,143 ======== ======== See notes to pro forma combined condensed financial statements. 25PAGE FORM 8-K/A THERMO PROCESS SYSTEMS INC. and REFINING AND TRADING HOLLAND B.V. NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENT (Unaudited) Note A - Basis of Presentation The North Refinery historical financial statements, which are denominated in Dutch guilders, have been translated into U.S. dollars for these pro forma statements. The statement of income has been translated at the average exchange rate of 1.75 Dutch guilders per U.S. dollar for the twelve months ended April 1, 1995. The allocation of the purchase price is based on an estimate of the fair value of the net assets acquired and is subject to adjustment. To date, no information has been gathered that would cause the Company to believe that the final allocation of the purchase price will be materially different than the preliminary estimate. Note B - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of Income The pro forma adjustment to "Selling, general and administrative expenses" represents an adjustment of 1.25% and 1.20% of North Refinery's revenues for the nine-month period ended December 31, 1994 and the three-month period ended April 1, 1995, respectively, for services provided under a services agreement between the Company and Thermo Electron Corporation. The pro forma adjustment to "Interest income" represents an estimate of the decrease in interest income attributable to the lower cash position as a result of the total cash payment of NLG 9,568,000 (approximately $6,180,000) to acquire North Refinery, calculated using an average interest rate of 4.75%. The pro forma adjustment to "Provision for income taxes" includes a reduction in income taxes associated with the adjustments above and an income tax benefit associated with the loss incurred at North Refinery, calculated at J. Amerika N.V.'s income tax rate of 37.5%. The pro forma adjustment to "Minority interest expense, net" represents J. Amerika N.V.'s 37.8% minority shareholder's interest at April 1, 1995 in North Refinery's net loss and the pro forma adjustments to the pro forma combined condensed statement of income. 26PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (c) Exhibits 1 Stock Purchase Agreement entered into on March 29, 1995, by and among Stalt Holding, B.V., Beheersmaatschappij J. Amerika N.V., A.J. Van Es, J.B. Van Es and D.A. Slager, and Thermo Process Systems Inc., previously filed. 23 Consent of Moret Ernst & Young Accountants. 27PAGE FORM 8-K/A 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, on this 12th day of June 1995. THERMO PROCESS SYSTEMS INC. Paul F. Kelleher --------------------------- Paul F. Kelleher Chief Accounting Officer EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- To Thermo Process Systems Inc.: As independent public accountants, we hereby consent to the use of our report dated January 10, 1995, included in Thermo Process Systems Inc.'s Amendment No. 1 on Form 8-K/A relating to events occurring on March 29, 1995, and to other references to our Firm included in or made a part of this Form 8-K/A. Groningen, The Netherlands, June 6, 1995 MORET ERNST & YOUNG ACCOUNTANTS K. de Wind G.A.F. Dijkhuis -----END PRIVACY-ENHANCED MESSAGE-----