-----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, T+4Qkx0J/OQS/Be2u3UD/0M8s3tchy3s/kvEtiW0fbzUBtxW/tmZfItmtQMSHiOk bLmwOeG88rGlHU4I+v690g== 0000796038-00-000003.txt : 20000214 0000796038-00-000003.hdr.sgml : 20000214 ACCESSION NUMBER: 0000796038-00-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO TERRATECH INC CENTRAL INDEX KEY: 0000796038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 042925807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09549 FILM NUMBER: 536025 BUSINESS ADDRESS: STREET 1: 85 FIRST AVENUE STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7813701640 MAIL ADDRESS: STREET 1: 85 WYMAN STREET STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 FORMER COMPANY: FORMER CONFORMED NAME: THERMO PROCESS SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2000 ---------------------------------------------------- THERMO TERRATECH INC. (Exact name of Registrant as specified in its charter) Delaware 1-9549 04-2925807 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02454-9046 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (781) 622-1000 FORM 8-K THERMO TERRATECH INC. Item 2. Disposition of Assets On January 28, 2000, Thermo TerraTech Inc., through its The Randers Killam Group Inc. majority-owned subsidiary, (collectively referred to as the "Company") sold substantially all of the assets and liabilities of its Randers division, exclusive of certain real estate and certain ongoing litigation, to RGI Muskegon, Inc. The purchaser is a newly formed Michigan corporation that is owned and managed by the former management team of the Randers division, which includes Thomas Eurich, a Vice President and a Director of the Company until the closing of the transaction. The Randers division provides engineering and construction services. The purchase price for the assets of the Randers Division consisted of a promissory note in the principal amount of $538,000 bearing interest at the rate of 8.0% per annum and payable in 36 equal monthly installments of principal and interest commencing March 1, 2000. The assets sold include all of the Randers division's operating assets, active contracts and projects, and the real property located at 570 Seminole Road in Muskegon, Michigan. The liabilities assumed by the purchaser include all balance sheet liabilities, all lease obligations, and all liabilities and obligations under the active contracts and projects. Title to the real estate will be transferred to the purchaser as soon as practicable after the closing. Upon delivery of the deed by the Company, the purchaser will deliver to the Company a second mortgage on the real estate to secure the promissory note. The purchase price of the assets was determined by the parties in arms-length negotiations. In agreeing to the purchase price, the Company considered the additional costs that would be incurred by the Company if the Randers division were shut down instead of sold. The Company incurred a loss on the sale of approximately $2.2 million, which was included in restructuring costs for the third quarter ended January 1, 2000. 2 FORM 8-K THERMO TERRATECH INC. Item 7. Financial Statements, Pro Forma Condensed Financial Information and Exhibits (a) Financial Statements Not applicable. (b) Pro Forma Condensed Financial Statements The following unaudited pro forma condensed statements of operations set forth the results of operations for the fiscal year ended April 3, 1999, and the nine months ended January 1, 2000, as if the disposition of the Randers division had occurred at the beginning of fiscal 1999. The unaudited pro forma condensed balance sheet sets forth the financial position as of January 1, 2000, as if the disposition had occurred as of that date. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the sale of the Randers division been consummated at the beginning of fiscal 1999. These statements should be read in conjunction with the accompanying notes herein and the historical consolidated financial statements and related notes of the Company included in its Annual Report on Form 10-K, as amended, for the fiscal year ended April 3, 1999, and Quarterly Report on Form 10-Q for the nine months ended January 1, 2000. 3 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended April 3, 1999 (Unaudited)
Less: Thermo Randers Pro Forma TerraTech Division Adjustments Pro Forma --------- -------- ----------- --------- (In thousands except per share amounts) Revenues $ 310,039 $ 18,342 $ - $ 291,697 --------- -------- -------- --------- Costs and Operating Expenses: Cost of revenues 247,610 15,558 - 232,052 Selling, general, and administrative expenses 46,224 2,201 - 44,023 Restructuring costs 10,217 - - 10,217 --------- -------- -------- --------- 304,051 17,759 - 286,292 --------- -------- -------- --------- Operating Income 5,988 583 - 5,405 Interest Income 2,185 9 43 2,219 Interest Expense (8,981) (77) - (8,904) --------- -------- -------- --------- Loss Before Provision for Income Taxes and (808) 515 43 (1,280) Minority Interest Provision for Income Taxes 1,786 225 15 1,576 Minority Interest Income (1,173) - (14) (1,187) --------- -------- -------- --------- Net Loss $ (1,421) $ 290 $ 42 $ (1,669) ========= ======== ======== ========= Basic and Diluted Loss per Share $ (.07) $ (.09) ========= ======== Basic and Diluted Weighted Average Shares 19,402 19,402 ========= ========= 4 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS Nine Months Ended January 1, 2000 (Unaudited) Less: Thermo Randers Pro Forma TerraTech Division Adjustments Pro Forma --------- -------- ----------- --------- (In thousands except per share amounts) Revenues $ 234,790 $ 6,844 $ - $ 227,946 --------- -------- -------- --------- Costs and Operating Expenses: Cost of revenues 185,059 6,468 - 178,591 Selling, general, and administrative expenses 34,439 1,284 - 33,155 Restructuring costs 56,524 5,777 - 50,747 --------- -------- -------- --------- 276,022 13,529 - 262,493 --------- -------- -------- --------- Operating Loss (41,232) (6,685) - (34,547) Interest Income 2,037 2 32 2,067 Interest Expense (6,678) (50) - (6,628) --------- -------- --------- --------- Loss Before Income Taxes, Minority Interest, (45,873) (6,733) 32 (39,108) and Extraordinary Item Provision for Income Taxes 1,244 (750) 11 2,005 Minority Interest Income (3,316) - 312 (3,004) --------- -------- -------- --------- Loss Before Extraordinary Item (43,801) (5,983) (291) (38,109) Extraordinary Item, Net of Provision for 96 - - 96 Income Taxes of $64 --------- -------- -------- --------- Net Loss $ (43,705) $ (5,983) $ (291) $ (38,013) ========= ======== ======== ========= Basic and Diluted Loss per Share $ (2.29) $ (1.99) ========= ========= Basic and Diluted Weighted Average Shares 19,066 19,066 ========= ========= 5
FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED BALANCE SHEET As of January 1, 2000 (Unaudited) Less: Thermo Randers TerraTech Division Pro Forma --------- -------- --------- (In thousands) ASSETS Current Assets: Cash and cash equivalents $ 4,905 $ 1,180 $ 3,725 Advance to affiliate 49,436 - 49,436 Accounts receivable, net 52,330 1,283 51,047 Unbilled contract costs and fees 26,950 378 26,572 Inventories 2,452 - 2,452 Deferred tax assets 6,668 - 6,668 Other current assets 3,685 - 3,685 -------- -------- --------- 146,426 2,841 143,585 -------- -------- --------- Property, Plant, and Equipment, at Cost, Net 70,357 - 70,357 -------- -------- --------- Other Assets 9,623 - 9,623 -------- -------- --------- Cost in Excess of Net Assets of Acquired Companies 88,865 - 88,865 -------- -------- --------- $315,271 $ 2,841 $ 312,430 ======== ======== ========= 6 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED BALANCE SHEET (continued) As of January 1, 2000 (Unaudited) Less: Thermo Randers TerraTech Division Pro Forma --------- -------- --------- (In thousands) LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term obligations and current maturities of long-term $ 19,549 $ - $ 19,549 obligations Subordinated convertible debentures 37,950 - 37,950 Accounts payable 20,939 650 20,289 Accrued payroll and employee benefits 12,223 168 12,055 Accrued restructuring costs 8,660 986 7,674 Deferred revenue 4,169 - 4,169 Other accrued expenses 13,347 1,037 12,310 Due to parent company and affiliated companies 2,140 - 2,140 -------- -------- --------- 118,977 2,841 116,136 -------- -------- --------- Deferred Income Taxes 685 - 685 -------- -------- --------- Other Deferred Items 1,097 - 1,097 -------- -------- --------- Long-term Obligations 118,241 - 118,241 -------- -------- --------- Minority Interest 24,785 - 24,785 -------- -------- --------- Shareholders' Investment: Common stock 1,959 - 1,959 Capital in excess of par value 70,993 - 70,993 Accumulated deficit (17,807) - (17,807) Treasury stock, at cost (3,846) - (3,846) Deferred compensation (216) - (216) Accumulated other comprehensive items 403 - 403 -------- -------- --------- 51,486 - 51,486 -------- -------- --------- $315,271 $ 2,841 $ 312,430 ======== ======== ========= 7 FORM 8-K
THERMO TERRATECH INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Pro Forma Adjustments to Pro Forma Condensed Statements of Operations (In thousands) Fiscal Year Ended Nine Months Ended April 3, 1999 January 1, 2000 ----------------- ----------------- Debit (Credit) Interest Income Increase in interest income earned on the $538,000 note receivable issued to the Company by the acquirer at an interest rate of 8% $ 43 $ 32 ---- ---- Provision for Income Taxes Increase in the income tax provision as a result of an increase in interest income calculated at the federal income tax rate of 34% $ 15 $ 11 ---- ---- Minority Interest Income (Increase) decrease in minority interest income as a result of the sale of the Randers division $(14) $312 ---- ---- Note 2 - Pro Forma Adjustments to Pro Forma Condensed Balance Sheet The sales price of the Randers division consisted of a $538,000 promissory note issued to the Company, secured by certain real estate. In addition, the acquirer assumed $776,000 of mortgage debt. Due to the fact that the Company received no consideration at the time of sale, the sale of the real estate is being accounted for under the deposit method. Under the deposit method, the Company did not record the note receivable and continues to report the property that was sold as well as the existing mortgage debt in the accompanying pro forma condensed balance sheet. Cash received from the acquirer will be reported as a deposit on the contract. As a result, there are no pro forma adjustments to the pro forma condensed balance sheet as of January 1, 2000. 8 FORM 8-K THERMO TERRATECH INC. Item 7. Financial Statements, Pro Forma Condensed Financial Information and Exhibits (continued) (c) Exhibits 2.1 Asset Purchase Agreement by and among RGI Muskegon, Inc. (as Buyer), Randers Engineering, Inc., Redeco, Inc., Viridian Technology, Inc., and Randers Group Property Corporation (as Sellers), and The Randers Killam Group Inc. (as Sellers' Parent) dated January 28, 2000 (incorporated by reference to Exhibit 2.1 to The Randers Killam Group Inc.'s Current Report on Form 8-K filed February 11, 2000).
9 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 11th day of February 2000. THERMO TERRATECH INC. By: /s/ Paul F. Kelleher Paul F. Kelleher Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----