-----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, PPPG6xgQ9xrlxZVAXLDO8Wf7mNRHrCSeq6/4RbHi+jattzksfqVr/2PkrirNPrdI hNeDaymZv8PhKWaTCF4vRA== 0000796038-00-000008.txt : 20000322 0000796038-00-000008.hdr.sgml : 20000322 ACCESSION NUMBER: 0000796038-00-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000306 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000321 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: 574653 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: 81 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): March 6, 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 March 6, 2000, TPST Soil Recyclers of California, Inc. ("TPST"), an indirect, wholly owned subsidiary of ThermoRetec Corporation, a majority-owned subsidiary of Thermo TerraTech Inc. (the "Company"), sold all of the assets of its soil-remediation facility located at the West Contra Costa Sanitary Landfill in Contra Costa County, California (the "Facility") to Nove Investments I, LLC, a California limited liability company (the "Buyer"). The Facility is in the business of providing soil-remediation services. The assets sold in the transaction include all rights under certain contracts, the permits possessed by the Facility and fixed assets and equipment used at the Facility. The Buyer assumed all liabilities and obligations under the assumed contracts and all liabilities and obligations relating to the land and building where the Facility operates, including all environmental liabilities. The purchase price for the assets was $400,000 in cash, of which $250,000 was placed in escrow. The release of the escrowed funds to TPST is contingent upon the satisfaction of certain post-closing conditions, primarily the achievement of fuel efficiency targets for certain equipment. If certain of the post-closing conditions are not satisfied, some or all of the escrowed funds will be returned to the Buyer. The purchase price of the assets was determined by the parties in arms-length negotiations. In connection with the transaction, the Operating Agreement by and among TPST, West County Landfill and West Contra Costa County Sanitary Landfill relating to the operation of the Facility was terminated and the Company was released from its guaranty of TPST's performance obligations under the Operating Agreement. TPST will, however, continue to operate the Facility on the Buyer's behalf for a period not to exceed three months after the closing under a management agreement pursuant to which TPST will be reimbursed by the Buyer for its "Allowable Costs" as that term is defined in the agreement. 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 by the Company of the Facility 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 Facility 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)
Thermo Pro Forma TerraTech Less: Facility Adjustments Pro Forma (In thousands except per share amounts) Revenues $310,039 $ 3,358 $ - $306,681 -------- -------- -------- -------- Costs and Operating Expenses: Cost of revenues 247,610 2,720 - 244,890 Selling, general, and administrative expenses 46,224 395 - 45,829 Restructuring costs 10,217 6,846 - 3,371 -------- -------- -------- -------- 304,051 9,961 - 294,090 -------- -------- -------- -------- Operating Income (Loss) 5,988 (6,603) - 12,591 Interest Income 2,185 - 18 2,203 Interest Expense (8,981) - - (8,981) -------- -------- -------- -------- Income (Loss) Before Income Taxes and (808) (6,603) 18 5,813 Minority Interest Income Tax (Provision) Benefit (1,786) 2,311 (7) (4,104) Minority Interest Income (Expense) 1,173 - (1,325) (152) -------- -------- -------- -------- Net Income (Loss) $ (1,421) $ (4,292) $ (1,314) $ 1,557 ======== ======== ======== ======== Basic and Diluted Earnings (Loss) per Share $ (.07) $ .08 ======== ======== Weighted Average Shares: Basic 19,402 19,402 ======== ======== Diluted 19,402 455 19,857 ======== ======== ======== 4 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED STATEMENT OF OPERATIONS Nine Months Ended January 1, 2000 (Unaudited) Thermo Pro Forma TerraTech Less: Facility Adjustments Pro Forma (In thousands except per share amounts) Revenues $234,790 $ 1,499 $ - $233,291 -------- -------- -------- -------- Costs and Operating Expenses: Cost of revenues 185,059 1,489 - 183,570 Selling, general, and administrative expenses 34,439 222 - 34,217 Restructuring costs 56,524 9 - 56,515 -------- -------- -------- -------- 276,022 1,720 - 274,302 -------- -------- -------- -------- Operating Loss (41,232) (221) - (41,011) Interest Income 2,037 - 14 2,051 Interest Expense (6,678) - - (6,678) -------- -------- -------- -------- Loss Before Income Taxes, Minority (45,873) (221) 14 (45,638) Interest, and Extraordinary Item Income Tax (Provision) Benefit (1,244) 80 (5) (1,329) Minority Interest Income 3,316 - (45) 3,271 -------- -------- -------- -------- Loss Before Extraordinary Item (43,801) (141) (36) (43,696) Extraordinary Item, Net of Income Tax 96 - - 96 Provision of $64 -------- -------- -------- -------- Net Loss $(43,705) $ (141) $ (36) $(43,600) ======== ======== ======== ======== Basic and Diluted Loss per Share $ (2.29) $ (2.29) ======== ======= 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) Thermo Pro Forma TerraTech Less: Facility Adjustments Pro Forma (In thousands) ASSETS Current Assets: Cash and cash equivalents $ 4,905 $ - $ 400 $ 5,305 Advance to affiliate 49,436 - - 49,436 Accounts receivable, net 52,330 613 - 51,717 Unbilled contract costs and fees 26,950 33 - 26,917 Inventory 2,452 - - 2,452 Deferred tax asset 6,668 - - 6,668 Other current assets 3,685 61 - 3,624 -------- -------- -------- --------- 146,426 707 400 146,119 -------- -------- -------- --------- Property, Plant, and Equipment, at Cost, Net 70,357 775 - 69,582 -------- -------- -------- --------- Other Assets 9,623 (620) - 10,243 -------- -------- -------- --------- Cost in Excess of Net Assets of 88,865 - - 88,865 Acquired Companies -------- -------- -------- --------- $315,271 $ 862 $ 400 $ 314,809 ======== ======== ======== ========= 6 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED BALANCE SHEET (continued) As of January 1, 2000 (Unaudited) Thermo Pro Forma TerraTech Less: Facility Adjustments Pro Forma (In thousands) LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term obligations and current $ 19,549 $ - $ - $ 19,549 maturities of long-term obligations Subordinated convertible debentures 37,950 - - 37,950 Accounts payable 20,939 115 - 20,824 Accrued payroll and employee benefits 12,223 117 - 12,106 Accrued restructuring costs 8,660 697 - 7,963 Deferred revenue 4,169 23 - 4,146 Other accrued expenses 13,347 (620) 75 14,042 Due to parent company and affiliated 2,140 - - 2,140 companies -------- -------- --------- -------- 118,977 332 75 118,720 -------- -------- --------- -------- Deferred Income Taxes 685 - - 685 -------- -------- --------- -------- Other Deferred Items 1,097 - - 1,097 -------- -------- --------- -------- Long-term Obligations 118,241 - - 118,241 -------- -------- --------- -------- Minority Interest 24,785 - (62) 24,723 -------- -------- --------- -------- Shareholders' Investment: Common stock 1,959 - - 1,959 Capital in excess of par value 70,993 - - 70,993 Accumulated deficit (17,807) - (143) (17,950) Treasury stock at cost (3,846) - - (3,846) Deferred compensation (216) - - (216) Accumulated other comprehensive items 403 - - 403 Parent company investment - 530 530 - -------- -------- --------- -------- 51,486 530 387 51,343 -------- -------- --------- -------- $315,271 $ 862 $ 400 $314,809 ======== ======== ========= ========
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, except in text)
Fiscal Year Ended Nine Months Ended April 3, 1999 January 1, 2000 Debit (Credit) Interest Income Increase in interest income earned on the $325,000 of $ (18) $ (14) net cash paid to the Company by the acquirer, which ------ ------ includes $250,000 of cash in escrow, calculated using the 30-day Commercial Paper Composite Rate plus 50 basis points, or 5.46% in fiscal 1999 and 5.58% in the first nine months of fiscal 2000 Income Tax Provision Increase in the income tax provision as a result of $ 7 $ 5 an increase in interest income calculated at an ------ ------ effective income tax rate of 37% Minority Interest Income Decrease in minority interest income as a result of the $1,325 $ 45 sale of the Facility ------ ------ Diluted Weighted Average Shares Increase in weighted average shares for the dilutive 455 - effect of stock options, which were previously ------ ------ antidilutive, as a result of the pro forma adjustments
Note 2 - Pro Forma Adjustments to Pro Forma Condensed Balance Sheet (In thousands)
January 1, 2000 Debit (Credit) Cash and Cash Equivalents Cash received for sale of assets of the Facility $ 400 ------ Other Accrued Expenses Estimated accrued transaction costs, including legal fees and other costs $ (75) ------ Minority Interest Decrease in minority interest related to excess of $ 62 parent company investment in the Facility over proceeds from sale ------ Shareholders' Investment Elimination of the Facility equity account and excess $ (387) of parent company investment in the Facility over proceeds from sale ------
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 dated March 6, 2000, by and among TPST Soil Recyclers of California, Inc. and Nove Investments I, LLC (filed as Exhibit 2.1 to ThermoRetec Corporation's Form 8-K dated as of March 21, 2000 [File No. 1-12636] and incorporated herein by reference). 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 21st day of March 2000. THERMO TERRATECH INC. By: /s/ Paul F. Kelleher Paul F. Kelleher Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----