-----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, Gk8gSUNCgAigNbkNMjHWtAJDZhO+3OqGP4FS6n1eDKJNwEkvQsm4eJxk3n8wO/6U cttz8oK2hgtDV5qNbymnbA== 0001188112-04-001029.txt : 20040702 0001188112-04-001029.hdr.sgml : 20040702 20040702162316 ACCESSION NUMBER: 0001188112-04-001029 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040521 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURBOCHEF TECHNOLOGIES INC CENTRAL INDEX KEY: 0000916545 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 481100390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23478 FILM NUMBER: 04900144 BUSINESS ADDRESS: STREET 1: 10500 METRIC DRIVE SUITE 128 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2143419471 MAIL ADDRESS: STREET 1: 10500 NETRIC DRIVE STREET 2: SUITE 128 CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: TURBOCHEF INC DATE OF NAME CHANGE: 19940207 8-K/A 1 t8ka-3009a.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) MAY 21, 2004 ------------------------------ TURBOCHEF TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-23478 48-1100390 - -------------------------------- -------------------- ------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) SIX CONCOURSE PARKWAY, SUITE 1900, ATLANTA, GEORGIA 30328 - --------------------------------------------------------------- ---------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (678) 987-1700 ---------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) EXPLANATORY NOTE: On May 28, 2004, TurboChef Technologies, Inc. (the "Registrant") filed a Current Report on Form 8-K in connection with the consummation of a series of transactions with Enersyst Development Center, L.L.C. ("Enersyst"), and the completion of a private placement of shares of the Registrant's common stock to certain investors (the "Investors"). On June 30, 2004 the Registrant amended that Current Report to file the financial statements of Enersyst and the pro forma financial information required by Items 7(a) and 7(b) of Form 8-K. The Registrant hereby amends that Current Report, as amended, to provide revised pro forma financial information. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. The following financial statements of Enersyst have been filed as Exhibit 99.2 to this Form 8-K/A: (1) REPORTS OF INDEPENDENT AUDITORS (2) BALANCE SHEETS AS OF MARCH 31, 2004 (UNAUDITED), DECEMBER 31, 2003 AND 2002 (3) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2003 AND 2002 (4) STATEMENTS OF CHANGES IN MEMBERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2004 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2003 AND 2002 (5) STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2003 AND 2002 (6) NOTES TO FINANCIAL STATEMENTS (b) Pro Forma Financial Information. The following pro forma financial information of the Registrant and Enersyst is filed as Exhibit 99.3 to this Form 8-K/A: (1) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2004 (2) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 AND THE THREE MONTHS ENDED MARCH 31, 2004. (c) Exhibits. EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Contribution Agreement, dated May 21, 2004 by and among the Registrant, Enersyst and the members of Enersyst* 10.1 Preferred Unit Exchange Agreement, dated May 21, 2004, by and among the Registrant and the members of Enersyst* 10.2 Form of Subscription Agreement entered into as of May 21, 2004 by the Registrant and each of the Investors* 10.3 Form of Registration Rights Agreement, dated May 21, 2004, by and among the Registrant and the Investors* 10.4 Amended and Restated Operating Agreement of Enersyst, dated May 21, 2004* 23.1 Consent of Whitley Penn* 23.2 Consent of Deloitte & Touche LLP* 99.1 Press Release of the Registrant dated May 24, 2004* 99.2 Financial Statements of Enersyst* 99.3 Unaudited Pro Forma Condensed Consolidated Financial Information of the Registrant and Enersyst -------------------- * Previously filed. 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 hereunto duly authorized. TURBOCHEF TECHNOLOGIES, INC. (REGISTRANT) By: /s/ James A. Cochran --------------------------------- James A. Cochran Senior Vice President and Chief Financial Officer Date: July 2, 2004 EX-99.3 2 tex99_3-3009a.txt EX-99.3 EXHIBIT 99.3 TURBOCHEF TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements have been prepared to give effect to TurboChef Technologies, Inc.'s (TurboChef) acquisition of Enersyst Development Center, L.L.C. (Enersyst) pursuant to the terms of a Contribution Agreement entered into with Enersyst and the members of Enersyst (the Members) on May 21, 2004. In connection therewith, TurboChef made a capital contribution in the amount of $7,247,081 in exchange for 7,247,081 shares of common membership units (the Common Units) of Enersyst. The Members exchanged all of their units of membership interest for preferred membership units (the Preferred Units) and the Members and TurboChef entered into a Preferred Unit Exchange Agreement (the Exchange Agreement) pursuant to which the Members were granted the right to exchange their Preferred Units for shares of TurboChef common stock, par value $.01 per share (Common Stock). As of May 21, 2004, the effective date of the Contibution Agreement and the Exchange Agreement, the Preferred Units were exchangeable for a fixed total of 1,832,924 shares of Common Stock based on the exchange price of $3.465 per share. The exchange price is subject to adjustment in the event of a stock split, stock dividend, recapitalization or other similar events. The Members and TurboChef also entered into and Amended and Restated Operating Agreement of Enersyst (the Operating Agreement). Under the Operating Agreement, TurboChef will serve as the managing member and will be exclusively responsible for the management and operations of Enersyst. TurboChef financed the capital contribution with a portion of the proceeds it received in connection with a private placement of 3,453,629 shares of its Common Stock at $2.90 per share for aggregate proceeds received of $10,015,524. The pro forma condensed consolidated balance sheet gives effect to the Enersyst acquisition as if it had occurred on March 31, 2004 combining the balance sheets of TurboChef and Enersyst as of that date. Additionally, the pro forma condensed consolidated balance sheet gives effect to the private placement as if it had occurred on March 31, 2004. The pro forma condensed consolidated statements of operations for the three months ended March 31, 2004 and for the year ended December 31, 2003 give effect to the acquisition as if it had occurred on January 1, 2003 combining the results of TurboChef for the three months ended March 31, 2004 and the year ended December 31, 2003 with those of Enersyst for the three months ended March 31, 2004 and for the year ended December 31, 2003. The pro forma consolidated statements of operations for the three months ended March 31, 2004 and for the year ended December 31, 2003 include appropriate adjustments for amortization, interest and other items related to the transaction. The pro forma adjustments are based on preliminary appraisal results, estimates, available information and certain assumptions that management deems appropriate. The pro forma consolidated financial information is unaudited and does not purport to represent the consolidated results that would have been obtained had the transactions occurred at the beginning of 2003, as assumed, nor does it purport to present the results which may be obtained in the future.
TURBOCHEF TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 2004 (IN THOUSANDS, EXCEPT SHARE INFORMATION) TURBOCHEF ENERSYST ADJUSTMENTS COMBINED ------------------------------------------------------------------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,593 $ 35 $ 10,000 (A) $ 7,571 (302) (B) (7,247) (C) (508) (C) Accounts receivable, net 787 943 1,730 Other receivables, net 52 - 52 Inventories 2,542 - 2,542 Prepaid expense and other current assets 287 170 457 ------------------------------------------------------------------------ Total current assets 9,261 1,148 1,943 12,352 Property and equipment, net 1,471 682 (362) (B) 1,791 Intangible and other assets, net 109 5,347 7,173 (B) 12,629 Goodwill - 5,836 (3,311) (B) 2,525 ------------------------------------------------------------------------ Total assets $ 10,841 $ 13,013 $ 5,443 $ 29,297 ======================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,128 $ 74 $ 1,202 Other payables 1,445 - 1,445 Accrued expenses 1,172 131 1,303 Notes payable - 6,353 (6,353) (C) - Deferred revenue 267 - 267 Accrued warranty and upgrade costs 878 - 878 ------------------------------------------------------------------------ Total current liabilities 4,890 6,558 (6,353) 5,095 Notes payable, members - 1,402 (1,402) (C) - Deferred income tax liabilities 1,900 (B) 1,900 ------------------------------------------------------------------------ Total liabilities 4,890 7,960 (5,855) 6,995 ------------------------------------------------------------------------ Convertible, redeemable preferred stock 12,605 - - 12,605 ------------------------------------------------------------------------ Equity: Members' equity - 5,053 (5,053) (B) - Non-redeemable, convertible preferred units exchangeable into 1,832,924 shares of TurboChef Common Stock 6,351 (B) 6,351 Stockholders' equity: Common stock 262 - 35 (A) 297 Additional paid-in capital 56,122 - 9,965 (A) 66,087 Accumulated deficit (62,544) - (62,544) Notes receivable for stock issuances (43) - (43) Treasury stock - at cost (451) - (451) ------------------------------------------------------------------------ Total equity (6,654) 5,053 11,298 9,697 ------------------------------------------------------------------------ Total liabilities and equity $ 10,841 $ 13,013 $ 5,443 $ 29,297 ========================================================================
TURBOCHEF TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2004 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION) Pro Forma Pro Forma TurboChef Enersyst Adjustments Combined ------------------------------------------------------------ Total revenue $ 946 $ 1,007 $ - $ 1,953 ------------------------------------------------------------ Costs and expenses: Cost of goods sold 447 - - 447 Selling, general and administrative 2,165 749 127 (D) 3,041 Research and development 311 76 - 387 ------------------------------------------------------------ Total operating expenses 2,923 825 127 3,875 ------------------------------------------------------------ Operating income (loss) (1,977) 182 (127) (1,922) Interest and other (expense), net 31 (118) 118 (E) 31 ------------------------------------------------------------ Net income (loss) $ (1,946) $ 64 $ (9) $ (1,891) ============================================================ Net (loss) per share: Basic and diluted $ (0.08) $ (0.07) ============== ============== Weighted average shares outstanding: 25,847 2,674 (F) 28,521 ============== ============ ==============
TURBOCHEF TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2003 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION) Pro Forma Pro Forma TurboChef Enersyst Adjustments Combined ------------------------------------------------------------ Total revenue $ 4,340 $ 3,791 $ 8,131 ------------------------------------------------------------ Costs and expenses: Cost of goods sold 2,338 2,338 Selling, general and administrative 6,523 3,199 488 (D) 10,210 Research and development 897 220 1,117 Compensation and severance related to termination of former officers and directors 7,585 7,585 ------------------------------------------------------------ Total operating expenses 17,343 3,419 488 21,250 ------------------------------------------------------------ Operating income (loss) (13,003) 372 (488) (13,119) Interest and other (expense), net (1,088) (511) 522 (E) (1,077) ------------------------------------------------------------ Net (loss) (14,091) (139) 34 (14,196) Preferred stock dividends and beneficial conversion (12,800) (12,800) ------------------------------------------------------------ Net (loss) available to common shareholders $ (26,891) $ (139) $ 34 $ (26,996) ============================================================ Net (loss) per share: Basic and diluted $ (1.32) $ (1.17) ============== ============== Weighted average shares outstanding: 20,393 2,674 (F) 23,067 ============== ============ ==============
TURBOCHEF TECHNOLOGIES, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS (A) Records the private placement of 3,453,629 shares of TurboChef Common Stock at a per share price of $2.90 for proceeds of $10.0 million net of transaction costs. (B) Records the Enersyst acquisition, including (1) capital contribution of $7.2 million in exchange for the Common Units, (2) the Members exchange of all of their units of membership interest for the Preferred Units exchangeable for a fixed 1,832,924 shares of TurboChef Common Stock based on an exchange price of $3.465 per share, (3) payment of all outstanding indebtedness of Enersyst and (4) estimated transaction costs of $300,000. The Preferred Units are valued based on the contract price per share of the TurboChef Common Stock for which they are exchangeable which approximates recent closing prices. For pro forma purposes the total consideration is estimated at $13.9 million. This acquisition was accounted for as a purchase with the total consideration preliminarily allocated to the assets and liabilities assumed as follows:
AMOUNT DESCRIPTION (IN THOUSANDS) Total consideration: Capital contribution in exchange for Common Units $ 7,247 Issuance of Preferred Units exchangeable for 1,832,924 shares of TurboChef Common Stock 6,351 Estimated transaction costs 302 ------------- 13,900 ============= Allocation: Current assets 640 Property and equipment 320 Current liabilities (205) Deferred income tax liabilities (1,900) Developed technology and other amortizable intangibles 12,520 Goodwill including assembled workforce 2,525 ------------- $ 13,900 -------------
The foregoing allocations are based on estimated fair values and are subject to adjustment. Fair values of assets acquired were determined based on an independent valuation. Current assets allocation reflects adjustment for Enersyst payment of debt subsequent to March 31, 2004. (C) Records payment of outstanding indebtedness. Long term debt of $508,000 was paid subsequent to the pro forma balance sheet date from Enersyst cash on hand which is included in composition of this pro forma adjustment. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS (D) Records adjustment to amortization expense to reflect increase for new basis of identifiable intangible assets including developed technology and other amortizable intangibles and assembled workforce. Developed technology and other amortizable intangibles are amortized using the straight line method over a 10 year estimated life. Assembled workforce is considered to have an indefinite life and is classified together with goodwill. (E) Records adjustment to interest expense to reflect the payment of Enersyst's indebtedness arising from the acquisition. (F) Represents increase to weighted average shares outstanding in connection with equivalent shares issued to liquidate Enersyst indebtedness. -----END PRIVACY-ENHANCED MESSAGE-----