-----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, HjEGBop77UWjdQpZ05qfIb+FZ5mJWiqLUBcUUbOKspckT+W83LRTEq2+2HF453/G ksD5Amgss/8rV2Og/kKDyw== 0000796038-00-000011.txt : 20000501 0000796038-00-000011.hdr.sgml : 20000501 ACCESSION NUMBER: 0000796038-00-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000428 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: 612955 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): April 14, 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 April 14, 2000, BAC Killam, Inc. (the "Business"), an indirect wholly owned subsidiary of The Randers Killam Group Inc., a majority-owned subsidiary of Thermo TerraTech Inc. (the "Company"), sold all of its assets to Hatch Mott McDonald, Inc. (the "Buyer"). The BAC Killam, Inc. subsidiary provides both private and public sector clients with a broad range of consulting services that address transportation planning and design. The assets sold in the transaction include all tangible personal property of the Business located at the Business's Buffalo, New York; Queensboro, New York; and Milburn, New Jersey, offices, as well as all rights under certain ongoing consulting contracts, and the rights to "Bettigole Andrews and Clark" and "NH Bettigole" names used by the Business. The Buyer assumed all liabilities and obligations under the assumed contracts that arise after the closing and all liabilities and obligations relating to certain real property leases. The purchase price for the assets was $3 million of which approximately $1.4 million was paid in cash at the closing and of which the balance represents accounts receivable of the Business that will be collected by the Buyer and be paid to the Company upon collection (less a five percent collection fee). The purchase price of the assets was determined by the parties in arms-length negotiations. 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 consolidated 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 BAC Killam had occurred at the beginning of fiscal 1999. The unaudited pro forma consolidated 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 BAC Killam 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 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS Fiscal Year Ended April 3, 1999 (Unaudited)
Thermo Less: Pro Forma TerraTech BAC Killam Adjustments Pro Forma (In thousands except per share amounts) Revenues $310,039 $ 12,158 $ - $297,881 -------- -------- -------- -------- Costs and Operating Expenses: Cost of revenues 247,610 10,474 - 237,136 Selling, general, and administrative 46,224 2,890 - 43,334 expenses Restructuring costs 10,217 - - 10,217 -------- -------- -------- -------- 304,051 13,364 - 290,687 -------- -------- -------- -------- Operating Income (Loss) 5,988 (1,206) - 7,194 Interest Income 2,185 9 75 2,251 Interest Expense (8,981) - - (8,981) -------- -------- -------- -------- Income (Loss) Before Income Taxes and (808) (1,197) 75 464 Minority Interest Income Tax (Provision) Benefit (1,786) 440 (26) (2,252) Minority Interest Income 1,173 - (42) 1,131 -------- -------- -------- -------- Net Loss $ (1,421) $ (757) $ 7 $ (657) ======== ======== ======== ======== Basic and Diluted Loss per Share $ (.07) $ (.03) ======== ======== Basic and Diluted Weighted Average Shares 19,402 19,402 ======== ======== 4 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS Nine Months Ended January 1, 2000 (Unaudited) Thermo Less: Pro Forma TerraTech BAC Killam Adjustments Pro Forma (In thousands except per share amounts) Revenues $234,790 $ 8,598 $ - $226,192 -------- -------- -------- -------- Costs and Operating Expenses: Cost of revenues 185,059 6,679 - 178,380 Selling, general, and administrative 34,439 1,368 - 33,071 expenses Restructuring costs 56,524 9,569 - 46,955 -------- -------- -------- -------- 276,022 17,616 - 258,406 -------- -------- -------- -------- Operating Loss (41,232) (9,018) - (32,214) Interest Income 2,037 3 58 2,092 Interest Expense (6,678) - - (6,678) -------- -------- -------- -------- Loss Before Income Taxes, Minority (45,873) (9,015) 58 (36,800) Interest, and Extraordinary Item Income Tax (Provision) Benefit (1,244) 443 (20) (1,707) Minority Interest Income 3,316 - (447) 2,869 -------- -------- -------- -------- Loss Before Extraordinary Item (43,801) (8,572) (409) (35,638) Extraordinary Item, Net of Income Tax 96 - - 96 Provision of $64 -------- -------- -------- -------- Net Loss $(43,705) $ (8,572) $ (409) $(35,542) ======== ======== ======== ======== Basic and Diluted Loss per Share $ (2.29) $ (1.86) ======== ======== Basic and Diluted Weighted Average Shares 19,066 19,066 ======== ======== 5 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET As of January 1, 2000 (Unaudited) Thermo Less: Pro Forma TerraTech BAC Killam Adjustments Pro Forma (In thousands) ASSETS Current Assets: Cash and cash equivalents $ 4,905 $ 200 $ 1,374 $ 6,079 Advance to affiliate 49,436 - - 49,436 Accounts receivable, net 52,330 1,598 - 50,732 Unbilled contract costs and fees 26,950 1,091 - 25,859 Inventory 2,452 - - 2,452 Deferred tax asset 6,668 - - 6,668 Other current assets 3,685 9 - 3,676 -------- -------- -------- --------- 146,426 2,898 1,374 144,902 -------- -------- -------- --------- Property, Plant, and Equipment, at Cost, Net 70,357 443 - 69,914 -------- -------- -------- --------- Other Assets 9,623 - - 9,623 -------- -------- -------- --------- Cost in Excess of Net Assets of 88,865 - - 88,865 Acquired Companies -------- -------- -------- --------- $315,271 $ 3,341 $ 1,374 $ 313,304 ======== ======== ======== ========= 6 FORM 8-K THERMO TERRATECH INC. PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (continued) As of January 1, 2000 (Unaudited) Thermo Less: Pro Forma TerraTech BAC Killam 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 - - 20,939 Accrued payroll and employee benefits 12,223 - - 12,223 Accrued restructuring costs 8,660 - - 8,660 Deferred revenue 4,169 - - 4,169 Other accrued expenses 13,347 - 100 13,447 Due to parent company and affiliated 2,140 - - 2,140 companies -------- -------- --------- -------- 118,977 - 100 119,077 -------- -------- --------- -------- Deferred Income Taxes 685 - - 685 -------- -------- --------- -------- Other Deferred Items 1,097 - - 1,097 -------- -------- --------- -------- Long-term Obligations 118,241 - - 118,241 -------- -------- --------- -------- Minority Interest 24,785 - (108) 24,677 -------- -------- --------- -------- Shareholders' Investment: Common stock 1,959 - - 1,959 Capital in excess of par value 70,993 - - 70,993 Accumulated deficit (17,807) - (1,959) (19,766) Treasury stock at cost (3,846) - - (3,846) Deferred compensation (216) - - (216) Accumulated other comprehensive items 403 - - 403 Parent company investment - 3,341 3,341 - -------- -------- --------- -------- 51,486 3,341 1,382 49,527 -------- -------- --------- -------- $315,271 $ 3,341 $ 1,374 $313,304 ======== ======== ========= ========
7 FORM 8-K THERMO TERRATECH INC. NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Pro Forma Adjustments to Pro Forma Consolidated 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 $1,374,000 $(75) $(58) of cash paid to the Company by the acquirer, 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 $ 26 $ 20 an increase in interest income calculated at an effective income tax rate of 34% ---- ---- Minority Interest Income Decrease in minority interest income as a result of the sale of BAC Killam $ 42 $447 ---- ----
Note 2 - Pro Forma Adjustments to Pro Forma Consolidated Condensed Balance Sheet (In thousands)
January 1, 2000 Debit (Credit) Cash and Cash Equivalents Cash received for sale of assets of BAC Killam $ 1,374 ------- Other Accrued Expenses Estimated accrued transaction costs, including legal fees and other costs $ (100) ------- Minority Interest Decrease in minority interest related to excess of $ 108 parent company investment in BAC Killam over proceeds from sale ------- Shareholders' Investment Elimination of BAC Killam equity account and excess of $(1,382) parent company investment in BAC Killam 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 2.1Asset Purchase Agreement by and among BAC Killam, Inc. and The Randers Killam Group Inc. (as Sellers) and Hatch Mott McDonald, Inc. (as Buyer), dated as of March 31, 2000 (filed as Exhibit 2.1 to The Randers Killam Group Inc.'s Form 8-K dated as of April 14, 2000 [File No. 0-18095] 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 28th day of April 2000. THERMO TERRATECH INC. /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----