-----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, S05EXdzQJntzzwkjFjK44JSmyt+QGeBHlyZE0NGrZXHdvo6D3jZv07gKbsSqW6aY zpw/e7VejcmDEJ1POjjmOA== 0000928385-00-003369.txt : 20001214 0000928385-00-003369.hdr.sgml : 20001214 ACCESSION NUMBER: 0000928385-00-003369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000728 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12248 FILM NUMBER: 787901 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF KAISER INTERNATIONAL INC DATE OF NAME CHANGE: 19930811 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 28, 2000 Commission File No. 1-12248 KAISER GROUP INTERNATIONAL, INC. (formerly ICF Kaiser International, Inc.) (Exact name of registrant as specified in its charter) Delaware 54-1437073 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9300 Lee Highway, Fairfax, Virginia 22031-1207 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (703) 934-3300 1 ITEM 2. DISPOSITION OF ASSETS Pursuant to its plan to restructure its debt, the Company completed the sale of the majority of its Engineering Operations during the quarter ended September 30, 2000 in two separate transactions described below: . The Infrastructure and Facilities Sale: The Bankruptcy Court approved the sale of the Infrastructure and Facilities line of business on July 17, 2000. On July 28, 2000, Kaiser completed the sale of its Infrastructure and Facilities line of business, which provided engineering services to clients around the world in the transit and transportation, facilities management, water/wastewater treatment, and microelectronics and clean technology sectors. In this transaction, substantially all of the assets of this business were sold to Tyco Group S.A.R.L., the Earth Tech unit of Tyco International Ltd., for a cash purchase price of $30 million. . The Metals, Mining and Industry Sale: The Bankruptcy Court approved the sale of the Metals, Mining and Industry line of business on August 17, 2000. Effective as of August 18, 2000, Kaiser completed the sale of its Metals, Mining and Industry line of business, which provided engineering services to clients around the world in the alumina/aluminum, iron and steel, and mining industry sectors. In this transaction, substantially all of the assets of this business (not including Kaiser Netherlands, B.V. and the Nova Hut project) were sold to Hatch Associates, Inc., a subsidiary of The Hatch Group of Canada, for a cash purchase price of $7.0 million. Although the Company has not finalized its accounting for the transactions, it has to date recognized a net loss for financial reporting purposes of approximately $(0.9) million. After adjusting this loss for items that are not deductible for federal income tax purposes, such as associated goodwill and intangible asset write-offs totaling $19.0 million, the transactions resulted in income tax expense of approximately $8.5 million, resulting in a total transaction loss, after tax, for financial reporting purposes of approximately $(9.4) million from the collective sales. The $8.5 million in taxable income resulting from the sales will be offset by the Company's available net operating loss carryforwards. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro forma financial information. See the Index on page 3 for a listing of the pro forma financial information submitted as part of this Report. For the purposes of such pro forma information, the two sales described above have been treated as one. (c) Exhibits See Index on page 3. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. KAISER GROUP INTERNATIONAL, INC. Date: December 12, 2000 /s/ Timothy P. O'Connor -------------------------------------------- Timothy P. O'Connor Executive Vice President, Chief Financial Officer and Chief Administrative Officer (Duly authorized officer and principal financial officer) 2 INDEX TO FINANCIAL STATEMENTS AND EXHIBITS ITEM 7: Page/No. (b) Pro forma financial statements (i) Pro Forma Consolidated Condensed Balance Sheet as of September 30, 2000.......................................... 4 (ii) Pro Forma Consolidated Condensed Statement of Operations for the nine months ended September 30, 2000 ............... 5 (c) Exhibits (i) Master Transaction Agreement, dated June 9, 2000, between TYCO Group S.A.R.L. and Kaiser Group International, Inc. was filed as Exhibit 10.p and 10.p (i) to the Company's Form 10-Q for the period ended June 30, 2000 and is not included herein...................................................... -- (ii) Master Transaction Agreement, dated July 6, 2000, between Hatch Associates, Inc. and Kaiser Group International, Inc. was filed as Exhibit 10.q. to the Company's Form 10-Q for the period ended June 30, 2000 and is not included herein...................................................... -- 3 Kaiser Group International, Inc. Debtor-In-Possession Item 7. (a) (i) Pro Forma Balance Sheet as of September 30, 2000 As the transactions described in Item 2. to this Form 8-K had been completed as of September 30, 2000, all balance sheet effects of the transaction have been reflected in the Company's actual balance sheet included in its Form 10-Q for the nine months ended September 30, 2000. That balance sheet is duplicated below (amounts in thousands, except shares): (Unaudited) Assets Current Assets Cash and cash equivalents $42,437 Restricted cash 15,933 Contract receivables, net 22,847 Prepaid expenses and other current assets 1,543 -------- Total Current Assets 82,760 -------- Fixed Assets Furniture, equipment, and leaseholds 3,993 Less depreciation and amortization (3,493) -------- 500 -------- Other Assets Goodwill, net -- Investments in and advances to affiliates 6,368 Notes receivable 6,550 Capitalized software development costs 1,338 Other 3,445 -------- 17,701 -------- Total Assets $100,961 ======== Liabilities and Shareholders' Equity (Deficit) Liabilities Not Subject To Compromise Current Liabilities Accounts payable $ 7,282 Accrued salaries and benefits 4,516 Other accrued expenses 6,650 Deferred revenue -- Income taxes payable 542 --- Total Current Liabilities 18,990 Long-term Liabilities Long-term debt - Other - Liabilities Subject To Compromise 159,492 -------- Total Liabilities 178,482 Commitments and Contingencies Minority Interest - Shareholders' Equity (Deficit) Preferred stock - Common stock, par value $.01 per share: Authorized-90,000,000 shares Issued and outstanding-23,414,328 shares 234 Additional paid-in capital 73,360 Accumulated deficit (151,140) Accumulated other comprehensive income 25 -- Total Shareholders' Equity (Deficit) (77,521) -------- Total Liabilities and Shareholders' Equity (Deficit) $100,961 ======== 4 Kaiser Group International, Inc. Debtor-In-Possession Item 7. (a) (ii) Pro Forma Statement of Operations for the Nine Months Ended September 30, 2000: (In thousands, except per share amounts)
Actual Results Pro Forma Adjustments Pro Forma Results (See Notes) Gross Revenue $ 271,385 $ - $ 271,385 Subcontract and direct material costs (195,367) - (195,367) Equity in net income of unconsolidated subsidiaries 2,621 - 2,621 ------------- ------------ ------------ Service Revenue 78,639 - 78,639 Operating Expenses Direct labor and fringe benefits 63,426 - 63,426 Selling, general and administrative 6,389 (3,000) 4) 3,389 Depreciation and amortization 2,467 (2,467) 3) - Restructuring charges 4,377 - 5) 4,377 ------------- ------------ ------------ Operating Income (Loss) 1,980 5,467 7,447 Other Income (Expense) Interest income 1,966 1,200 2),5) 3,166 Interest expense (8,445) - 5) (8,445) ------------- ------------ ------------ Income (Loss) From Continuing Operations Before Income Taxes, Minority Interest and (4,499) 6,667 2,168 Extraordinary Item Income tax (expense) benefit 8,420 - 5) 8,420 ------------- ------------ ------------ Income (Loss) From Continuing Operations 3,921 6,667 10,588 Before Minority Interest and Extraordinary Item Minority interest in net income of subsidiaries (5,999) - (5,999) ------------- ------------ ------------ Income (Loss) Before Discontinued Operations, (2,078) 6,667 4,589 and Extraordinary Item Income (loss) from discontinued operations, net of tax 1,089 (1,089) 1) - Gain (loss) on sale of discontinued operations, net of tax (9,435) - (9,435) ------------- ------------ ------------ Income (Loss) before Extraordinary Item (10,424) 5,578 (4,846) Extraordinary item, net of tax (35) - 5) (35) ------------- ------------ ------------ Net Income (Loss) $ (10,459) $ 5,578 $ (4,881) ============= ============ ============ Basic and Diluted Earnings (Loss) Per Share: Continuing operations, net of tax $ (0.09) $ 0.29 $ 0.20 Discontinued operations, net of tax (0.36) (0.05) (0.41) Extraordinary item, net of tax (0.00) - (0.00) ------------- ------------ ------------ $ (0.45) $ 0.25 $ (0.21) ============= ============ ============ Weighted average shares for basic and diluted earnings per share 23,270 23,270 23,270 ============= ============ ============
Notes: 1) To eliminate the income from the discontinued Engineering Operations, net of tax in order to depict the transactions described in Item 2. Of this report as though they had been consummated as of January 1, 2000. 2) To increase interest income based on the assumption that the sale proceeds totalling $37.0 million would have been invested as of January 1, 2000. 3) To reduced amortization expense for the assumption write-off of related goodwill and intangibles as though the transactions were consummated as of January 1, 2000. 4) To reduce the amount of selling, general and administrative expense assuming that downsizing of corporate staff and activities had taken effect as of January 1, 2000 rather than after the completion of the sales. 5) No adjustments have been reflected hereon to give effect to the consummation of the Company's Plan of Reorganization currently pending before the United States Bankruptcy Court in the District of Delaware. 5 -----END PRIVACY-ENHANCED MESSAGE-----