-----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, BSpMD3z33VAItDeB+LQ4UCVxTLmwXMSAlbeTprQ4IXbQtqS5dCUSJFbxI3zDt1Bt DullTHV16a6j5dQcE/9AOA== 0000925655-98-000008.txt : 19980323 0000925655-98-000008.hdr.sgml : 19980323 ACCESSION NUMBER: 0000925655-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980320 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIGEN ENERGY CORP CENTRAL INDEX KEY: 0000925655 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 133378939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13264 FILM NUMBER: 98570399 BUSINESS ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9142866600 MAIL ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 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: March 20, 1998 TRIGEN ENERGY CORPORATION Delaware 1-13264 13-3378939 - --------- ---------- ----------- State of Commission File No. IRS Employer ID Incorporation One Water Street White Plains, NY 10601 - -------------------- -------------- Address of Principal Zip Code Executive Offices 914-286-6600 ------------------ Registrant's telephone number Item 2. Acquisition of Assets On January 22, 1998, the registrant, Trigen Energy Corporation (Trigen) acquired all of the capital stock of Power Sources, Inc. (PSI), a privately held North Carolina corporation, for a total cash investment of $44,040,000, funded from the Company's existing credit facility. This amount includes $3,507,000 of additional consideration resulting from purchase price adjustments and expenses of the acquisition. Results for PSI will be included with those of Trigen for periods subsequent to the date of acquisition. Item 7. Financial Statements and Exhibits Following are the pro forma consolidated balance sheet at December 31, 1997, the pro forma consolidated statement of operations for the year ended December 31, 1997 and notes to the pro forma consolidated financial statements. The balance sheet has been prepared as if the acquisition occurred at December 31, 1997 and the statement of operations as if the acquisition occurred at the beginning of the period presented. The pro forma statements do not purport to represent Trigen's financial position or results of operations had the acquisition occurred on or at the beginning of the periods presented or to project Trigen's financial position or results of operations for any future date or period. Pro Forma Consolidated Balance Sheet December 31,1997 (In thousands) Pro forma Adjustments Pro forma Trigen PSI (a) Consolidated Current assets: Cash and cash equivalents $8,967 $ - $ - $ 8,967 Accounts receivable, net 45,681 1,949 47,630 Inventories 7,054 - 422 7,476 Prepaid expenses and other current assets 7,985 351 8,336 -------------------------------------- Total current assets 69,687 2,300 422 72,409 Non-current cash and cash equivalents 4,726 - 4,726 Property,plant and equip- ment,net 388,448 21,984 10,230 420,662 Investment in non-consolidated partnerships 19,560 - 19,560 Costs in excess of net assets acquired 3,927 - 11,954 15,881 Intangible assets, net 17,527 - 11,667 29,194 Deferred costs and other assets, net 22,094 20 22,114 --------------------------------------- Total assets $525,969 $24,304 $34,273 $584,546 --------------------------------------- Current liabilities: Short-term debt $14,200 $ 229 $ $ 14,429 Current portion of long-term debt 14,499 - 14,499 Accounts payable 10,053 689 10,742 Accrued income taxes 3,933 (283) 3,650 Accrued fuel 11,545 - 11,545 Accrued expenses and other current liabilities 17,552 1,266 500 19,318 --------------------------------------- Total current liabilities 71,782 1,901 500 74,183 Long-term debt 256,361 4,700 44,040 305,101 Other liabilities 4,786 709 5,495 Deferred income taxes 31,237 2,720 4,007 37,964 ----------------------------------------- Total liabilities 364,166 10,030 48,547 422,743 Minority interests in subsidiaries 16,321 - 16,321 Stockholders' equity Preferred stock - - - Common stock 121 - 121 Additional paid-in capital 114,157 5,379 (5,379) 114,157 Retained earnings 31,881 8,895 (8,895) 31,881 Cumulative translation adjustment 296 - 296 Treasury stock ( 973) - (973) ------------------------------------------- Total shareholders'equity 145,482 14,274 (14,274) 145,482 ------------------------------------------- Total liabilities and shareholders' equity $525,969 $24,304 $34,273 $584,546 ------------------------------------------- Pro Forma Consolidated Statement of Operations Year ended December 31,1997 (In thousands) Pro forma Adjustments Pro forma Trigen PSI (a) Consolidated -------------------------------------------- Revenues $240,651 $18,967 $ $259,618 Operating expenses Fuel, consumables, production and operating costs 161,254 9,675 170,929 Depreciation 16,021 2,733 (397) 18,357 General and administrative 34,633 1,646 1,176 37,455 -------------------------------------------- Total operating expenses 211,908 14,054 779 226,741 -------------------------------------------- Operating income 28,743 4,913 (779) 32,877 Other income/(expense) Interest expense (18,976) (566) (2,819) (22,361) Other income, net 2,448 (7) 2,441 Earnings before minority interests and income taxes 12,215 4,340 (3,598) 12,957 Minority interest in earnings of subsidiaries (3,699) - (3,699) ------------------------------------------- Earnings before income taxes 8,516 4,340 (3,598) 9,258 Income taxes 3,491 1,693 (1,253) 3,931 ------------------------------------------- Net earnings $5,025 $2,647 ($2,345) $ 5,327 ------------------------------------------- Basic earnings per common share $ 0.42 $ 0.44 --------- --------- Diluted earnings per common share $ 0.41 $ 0.44 Average common shares outstanding 12,011 12,011 ------- -------- Average common and common equivalent shares outstanding 12,130 12,130 ------- ------- Notes to Pro Forma Consolidated Financial Statements (a) The acquisition of PSI has been accounted for under the purchase method of accounting. The purchase price has been allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The excess of the purchase price over the net assets acquired has been allocated to goodwill. The purchase price and its preliminary allocation to the assets and liabilities of PSI are as follows (in thousands): Total purchase price $44,040 ------- Preliminary allocation of purchase price Inventory $422 Property, plant and equipment 10,230 Purchase price in excess of net assets acquired 11,954 Non-compete agreement 11,667 Integration reserve (500) Deferred income taxes (4,007) Net assets acquired 14,274 -------- Total allocation of purchase price $44,040 -------- (b)The pro forma adjustments to the pro forma statement of operations are as follows (in thousands): Depreciation expense on new basis for property, plant and equipment $2,336 Reversal of depreciation expense on old basis for property, plant and equipment (2,733) Amortization of non-compete agreement (1) 778 Amortization of purchase price in excess of net assets acquired (1) 398 Interest expense (2) 2,819 Income tax benefit (3) (1,253) ------ Total pro forma adjustments $2,345 ------ (1) The non-compete agreement is being amortized over the 15-year term of the agreement. The purchase price in excess of net assets acquired is being amortized over 30 years. (2) Interest expense reflects borrowing the total purchase price, $44.0 million, under the Company's existing credit facility at an interest rate of 6.4%. (3) The income tax benefit is based on the U.S. statutory rate of 35% and state and local income taxes. 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. TRIGEN ENERGY CORPORATION Date: March 20, 1998 By: /s/Richard E. Kessel ---------------------- Richard E. Kessel, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----