-----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, DtRVjGIFGz+s/iw2ikfQpOkuO8HDdfiptRjN0TVby1GjkaQ3xDN1pwTXj9APxqqk Eyli65lGvKsbLbREBC0ZKQ== 0000913771-97-000032.txt : 19971022 0000913771-97-000032.hdr.sgml : 19971022 ACCESSION NUMBER: 0000913771-97-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971021 SROS: AMEX 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: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09549 FILM NUMBER: 97698572 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154-9046 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154-9046 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): October 6, 1997 ------------------------------------------- THERMO TERRATECH 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) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02254-9046 (Address of principal executive offices) (Zip Code) (617) 622-1000 (Registrant's telephone number including area code) PAGE FORM 8-K Item 2. Acquisition or Disposition of Assets On October 6, 1997 (the "Closing Date"), Thermo Remediation Inc. ("Thermo Remediation"), a majority-owned subsidiary of Thermo TerraTech Inc. (the "Company"), sold its 50% limited liability company interest in RETEC/TETRA, L.C., a Texas limited liability company (the "Joint Venture"), to TETRA Thermal, Inc. (the "Buyer"). Prior to this sale, the Buyer held the other 50% limited liability company interest in the Joint Venture. The Joint Venture, established in August 1992, engages in the business of installing and operating systems to process hazardous and nonhazardous wastes at petroleum refineries located primarily in the Gulf Coast region of the United States. The selling price for Thermo Remediation's interest in the Joint Venture was $8,825,000 in cash. The selling price is subject to post-closing adjustments in the event of certain further sales of interests in the Joint Venture or its assets within six months after the Closing Date. Under the terms of the agreement originally establishing the Joint Venture, either party to the agreement had the right to propose a value for a 50% interest in the Joint Venture (the "Proposing Party") and to cause the other party (the "Electing Party") either to (i) buy the Proposing Party's interest in the Joint Venture at such price or (ii) sell the Electing Party's interest in the Joint Venture to the Proposing Party at such price. The selling price was proposed by the Buyer and Thermo Remediation elected to sell the Buyer its interest in the Joint Venture at such selling price. The disposition was made pursuant to a Purchase and Sale Agreement (the "Agreement") executed on October 6, 1997, by and among Thermo Remediation's Remediation Technologies, Inc. and RETEC Thermal, Inc. subsidiaries, as well as the Buyer and its TETRA Technologies, Inc. affiliate. In the Agreement, the Buyer and its affiliate agreed, subject to certain exceptions, to indemnify Thermo Remediation and its subsidiaries against claims arising out of the operations, debts and liabilities of the Joint Venture arising both before and after the Closing Date. The terms of the Agreement were determined by arms' length negotiation among the parties. 2PAGE FORM 8-K Item 7. Financial Statements, Pro Forma Condensed Financial Information and Exhibits (a) Financial Statements Not applicable. (b) Pro Forma Condensed Financial Information The following unaudited pro forma condensed statement of income sets forth the results of operations for the fiscal year ended March 29, 1997, and the three months ended June 28, 1997, as if the sale of the Company's investment in the Joint Venture had occurred at the beginning of fiscal 1997. The unaudited pro forma condensed balance sheet sets forth the financial position as of June 28, 1997, as if the sale of the Company's investment in the Joint Venture 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 Company's investment in the Joint Venture been consummated at the beginning of fiscal 1997. 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 for the fiscal year ended March 29, 1997, and Quarterly Report on Form 10-Q for the three months ended June 28, 1997. 3PAGE FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED STATEMENT OF INCOME (Unaudited) Fiscal Year Ended March 29, 1997 Thermo Pro Forma TerraTech Adjustments Pro Forma --------- ----------- --------- (In thousands except per share amounts) Revenues $278,503 $ - $278,503 -------- -------- -------- Costs and Operating Expenses: Cost of revenues 230,080 - 230,080 Selling, general, and administrative expenses 35,466 - 35,466 Product and new business development expenses 1,046 - 1,046 Nonrecurring costs 7,800 - 7,800 -------- -------- -------- 274,392 - 274,392 -------- -------- -------- Operating Income 4,111 - 4,111 Interest Income 7,253 - 7,253 Interest Expense (includes $2,492 to parent company) (12,914) - (12,914) Gain on Issuance of Stock by Subsidiary 1,475 - 1,475 Loss on Sale of Assets (1,482) - (1,482) Equity in Earnings of Unconsolidated Subsidiary 865 (865) - Other Income, Net 401 - 401 -------- -------- -------- Loss Before Income Taxes and Minority Interest (291) (865) (1,156) Income Tax Provision (1,705) 346 (1,359) Minority Interest Income 1,834 163 1,997 -------- -------- -------- Net Loss $ (162) $ (356) $ (518) ======== ======== ======== Loss per Share $ (.01) $ (.03) ======== ======== Weighted Average Shares 18,090 18,090 ======== ======== 4PAGE FORM 8-K THERMO TERRATECH INC. PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited) Three Months Ended June 28, 1997 Thermo Pro Forma TerraTech Adjustments Pro Forma --------- ----------- --------- (In thousands except per share amounts) Revenues $72,519 $ - $72,519 ------- ------- ------- Costs and Operating Expenses: Cost of revenues 57,951 - 57,951 Selling, general, and administrative expenses 9,938 - 9,938 Product and new business development expenses 222 - 222 ------- ------- ------- 68,111 - 68,111 ------- ------- ------- Operating Income 4,408 - 4,408 Interest Income 1,403 - 1,403 Interest Expense (includes $1,164 to parent company) (3,133) - (3,133) Equity in Earnings of Unconsolidated Subsidiary 118 (118) - Other Income, Net 204 - 204 ------- ------- ------- Income Before Income Taxes and Minority Interest 3,000 (118) 2,882 Income Tax Provision (1,399) 47 (1,352) Minority Interest Expense (269) 21 (248) ------- ------- ------- Net Income $ 1,332 $ (50) $ 1,282 ======= ======= ======= Earnings per Share $ .08 $ .07 ======= ======= Weighted Average Shares 17,646 17,646 ======= ======= 5PAGE FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED BALANCE SHEET (Unaudited) As of June 28, 1997 Thermo Pro Forma TerraTech Adjustments Pro Forma --------- ----------- --------- (In thousands) ASSETS Current Assets: Cash and short-term investments $ 45,973 $ 8,825 $ 54,798 Accounts receivable, net 53,238 - 53,238 Unbilled contract costs and fees 40,447 - 40,447 Inventories 2,447 - 2,447 Prepaid income taxes 7,484 - 7,484 Prepaid expenses 5,457 - 5,457 -------- ------- -------- 155,046 8,825 163,871 -------- ------- -------- Property, Plant, and Equipment, at Cost, Net 86,519 - 86,519 -------- ------- -------- Other Assets 20,344 (5,768) 14,576 -------- ------- -------- Cost in Excess of Net Assets of Acquired Companies 95,550 - 95,550 -------- ------- -------- $357,459 $ 3,057 $360,516 ======== ======= ======== 6PAGE FORM 8-K THERMO TERRATECH INC. PRO FORMA CONDENSED BALANCE SHEET (Unaudited) (continued) As of June 28, 1997 Thermo Pro Forma TerraTech Adjustments Pro Forma --------- ----------- --------- (In thousands) LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Notes payable and current maturities of long-term obligations $ 44,351 $ - $ 44,351 Accounts payable 13,735 - 13,735 Accrued payroll and employee benefits 11,363 - 11,363 Billings in excess of revenues earned 5,306 - 5,306 Other accrued expenses 9,651 1,223 10,874 Due to parent company 2,843 - 2,843 -------- ------- -------- 87,249 1,223 88,472 -------- ------- -------- Deferred Income Taxes 5,297 - 5,297 -------- ------- -------- Other Deferred Items 1,009 - 1,009 -------- ------- -------- Long-term Obligations 152,994 - 152,994 -------- ------- -------- Minority Interest 29,635 551 30,186 -------- ------- -------- Shareholders' Investment: Common stock 1,830 - 1,830 Capital in excess of par value 62,426 - 62,426 Retained earnings 25,378 1,283 26,661 Treasury stock, at cost (6,937) - (6,937) Cumulative translation adjustment (1,431) - (1,431) Net unrealized gain on available- for-sale investments 9 - 9 -------- ------- -------- 81,275 1,283 82,558 -------- ------- -------- $357,459 $ 3,057 $360,516 ======== ======= ======== 7PAGE FORM 8-K THERMO TERRATECH INC. NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation As described in Item 2 of this Form 8-K, the selling price is based on an estimate of the fair market value of the net assets sold and is subject to adjustment. To date, no information has been gathered that would cause the Company to believe that the final selling price will be materially different than the preliminary estimate. Note 2 - Pro Forma Adjustments to Pro Forma Condensed Statement of Income Equity in Earnings of Unconsolidated Subsidiary Represents the reversal of the Company's proportionate share of income from its investment in the Joint Venture. Income Tax Provision Represents a decrease in income taxes associated with the pro forma adjustment above, calculated at the Company's statutory income tax rate of 40%. Minority Interest Income (Expense) Represents Thermo Remediation's minority shareholders' interest in the pro forma adjustments above. Note 3 - Pro Forma Adjustments to Pro Forma Condensed Balance Sheet Cash and Short-term Investments Represents the proceeds from the sale of the Joint Venture. Other Assets Represents the Company's sale of its investment in the Joint Venture. Other Accrued Expenses Represents the tax effect related to the excess of the proceeds received by Thermo Remediation from the sale of its investment in the Joint Venture over the carrying value of its investment, calculated at the Company's statutory income tax rate of 40%. Minority Interest Represents the minority interest in the excess of the proceeds received by Thermo Remediation from the sale of its investment in the Joint Venture over the carrying value of the investment. Retained Earnings Represents the Company's share of the excess of the proceeds received by Thermo Remediation from the sale of its investment in the Joint Venture over the carrying value of the investment. 8PAGE FORM 8-K Item 7. Financial Statements, Pro Forma Condensed Financial Information and Exhibits (continued) (c)Exhibits 2.1 Purchase and Sale Agreement executed October 6, 1997, by and among Remediation Technologies, Inc., RETEC Thermal, Inc., TETRA Thermal, Inc. and TETRA Technologies, Inc. (schedules and exhibits to the agreement are omitted in reliance on Rule 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish such schedules and exhibits to the Commission supplementally upon request). (Filed on October 21, 1997 as Exhibit 2.1 to Thermo Remediation Inc.'s Current Report on Form 8-K dated October 6, 1997 [File No. 1-12636] and incorporated herein by reference.) 2.2 Assignment and Assumption Agreement executed October 6, 1997 by and among Remediation Technologies, Inc., RETEC Thermal, Inc., TETRA Thermal, Inc. and TETRA Technologies, Inc. (schedules and exhibits to the agreement are omitted in reliance on Rule 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish such schedules and exhibits to the Commission supplementally upon request). (Filed on October 21, 1997 as Exhibit 2.2 to Thermo Remediation Inc.'s Current Report on Form 8-K dated October 6, 1997 [File No. 1-12636] and incorporated herein by reference.) 9PAGE FORM 8-K 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 October 1997. THERMO TERRATECH INC. Paul F. Kelleher ------------------------------- Paul F. Kelleher Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----