|
|
|
|
|
|
|
|
|
|
|
|
|
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 25, 1998
COMMODORE APPLIED TECHNOLOGIES, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation)
1-11871 11-3312952
------- ----------
(Commission File Number) (IRS Employer Identification No.)
150 East 58th Street
New York, NY 10155
------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 308-5800
<PAGE> 2
CURRENT REPORT ON FORM 8-K/A
COMMODORE APPLIED TECHNOLOGIES, INC.
DECEMBER 25, 1998
This Amendment No. 1 amends Item 7 of the Current Report on Form 8-K
dated December 25, 1998 (the "Current Report"), of Commodore Applied
Technologies, Inc. ("Applied"), a Delaware corporation, filed with the
Securities and Exchange Commission on December 31, 1998, relating to Applied's
divestiture of its 87% owned subsidiary, Commodore Separation Technologies,
Inc. ("Separation"), to include the information set forth below:
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(1), attached are the unaudited
pro forma financial statements and accompanying notes for Applied
after reflecting the sale of Separation. The following unaudited
condensed pro forma consolidated balance sheet at September 30, 1998
assumes the sale of Applied's 87% ownership of Separation by Applied
to Commodore Environmental Services, Inc. ("Commodore"). The pro forma
balance sheet removes Separation historical balances from Applied's
historical consolidated balance sheet.
The following unaudited condensed Pro Forma Consolidated
Statements of Operations of the year ended December 31, 1997 and the
nine months ended September 30, 1998, do not include the entry to
record the sale of Separation by Applied. The Pro Forma Consolidated
Statements of Operations show the divestiture of Separation along with
the pro forma adjustments necessary to arrive at the remainder of the
existing entity. These pro forma adjustments include adjustments of
interest expense arising from the revised debt structure. Management
does not anticipate any changes in other Applied costs as a result of
this divestiture. The increase in equity related to this sale is shown
as an adjustment in the pro forma balance sheet equity section. The
estimated amount of the gain ($5,404) will be recognized in the fourth
quarter of 1998 by Applied. The actual recording of this transaction
will be based on final appraisals and values. Accordingly, the actual
recording of the transaction can be expected to differ from the
financial statements presented herein.
The unaudited condensed pro forma consolidated financial
statements should be read in conjunction with the Consolidated
Financial Statements and related notes of both Commodore Applied
Technologies, Inc. and Commodore Separation Technologies, Inc. filed
in their most recent Annual Report on Form 10-K, together with the
respective notes thereto.
The pro forma results of operations are not necessarily
indicative of the results of operations that would have been obtained
if the transaction had occurred as of the dates referred to above, nor
are they necessarily indicative of future operations of Applied.
(b) Exhibits.
None.
<PAGE> 3
COMMODORE APPLIED TECHNOLOGIES, INC.
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1998
( $000's omitted)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
AND ELIMINATIONS (a)
-------------------------
COMMODORE COMMODORE
APPLIED SEPARATION
TECHNOLOGIES, TECHNOLOGIES, PRO FORMA
ASSETS INC. INC. (SOLD) OTHER AFTER SALE
--- ---------- ----- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Current Assets $ 9,253 $ 1,559 $ 7,694
Other Receivables 3 3
Investments and Advances 644 644
Property and Equipment, net 3,839 1,494 2,345
Other Assets 8,374 184 8,190
-------- -------- -------- --------
Total Assets $ 22,113 $ 3,237 $ 0 $ 18,876
======== ======== ======== ========
LIABILITIES & EQUITY
Current Liabilities $ 5,673 $ 1,093 $ 4,580
Long term debt 6 6 0
Notes Payable to related parties 5,181 871 (C) 4,310
Minority Interest in Subsidiary 6,671 6,671 (D) 0
Stockholders' Equity 1 (1) (B) 0
Common Stock 23 12 (12) (B) 23
Additional PIC 44,930 11,363 (11,363) (B),(F) 44,930
Retained Earnings (40,371) (9,238) 9,238 (B) (34,967)
(5,404) (E)
-------- -------- -------- --------
Net Equity 4,582 2,138 (7,542) 9,986
-------- -------- -------- --------
Total Liabilities and Equity $ 22,113 $ 3,237 $ 0 $ 18,876
======== ======== ======== ========
</TABLE>
See notes to pro forma financial statements.
<PAGE> 4
COMMODORE APPLIED TECHNOLOGIES, INC.
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
($000's omitted, except per share amounts)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
AND ELIMINATIONS (A)
------------------------
COMMODORE COMMODORE
APPLIED SEPARATION
TECHNOLOGIES, TECHNOLOGIES, PRO FORMA
ASSETS INC. INC. (SOLD) OTHER AFTER SALE
--- ---------- ----- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Contract Revenues $ 13,231 $ 13,231
Costs and expenses:
Cost of Sales 12,514 649 11,865
Research and Development 1,800 520 1,280
General and Administrative 5,741 1,877 3,864
Depreciation and Amortization 934 287 647
Minority Interest 300 300 (H) 0
-------- -------- -------- --------
Total Costs and Expenses 21,289 3,333 300 17,656
-------- -------- -------- --------
Loss from operations (8,058) (3,333) (300) (4,425)
Other income (expense):
Interest income 296 94 202
Interest Expense (1,296) (190) (1,106)
-------- -------- -------- --------
Net other income (expense) (1,000) 94 (190) (G) (904)
-------- -------- -------- --------
Loss before income taxes and affiliate losses (9,058) (3,239) (490) (5,329)
Income taxes 0 0 0
-------- -------- -------- --------
Loss before affiliate losses (9,058) (3,239) (490) (5,329)
Equity in losses of unconsolidated subsidiaries (1,403) 0 (1,403)
-------- -------- -------- --------
Net Loss ($10,461) ($ 3,239) ($ 490) ($ 6,732)
======== ======== ======== ========
Loss per share (primary) ($ 0.45) ($ 0.29)
======== ========
Loss per share (fully diluted) ($ 0.45) ($ 0.29)
======== ========
Number of weighted average shares outstanding (000's) 23,042 23,042
======== ========
(Due to Net Losses, primary and fully diluted EPS are the same.)
</TABLE>
See notes to pro forma financial statements.
<PAGE> 5
COMMODORE APPLIED TECHNOLOGIES, INC.
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
($000's omitted, except per share amounts)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
AND ELIMINATIONS (A)
------------------------
COMMODORE COMMODORE
APPLIED SEPARATION
TECHNOLOGIES, TECHNOLOGIES, PRO FORMA
ASSETS INC. INC. (SOLD) OTHER AFTER SALE
--- ---------- ----- ----------
(Unaudited)
<S> <C> <C> <C> <C>
Contract Revenues $ 19,493 $ 19,493
Costs and expenses:
Cost of Sales 16,325 50 16,275
Research and Development 3,074 1,390 1,684
General and Administrative 12,196 3,697 8,499
Depreciation and Amortization 1,282 233 1,049
Minority Interest (82) (82) (H) 0
-------- -------- -------- --------
Total Costs and Expenses 32,795 5,370 (82) 27,507
-------- -------- -------- --------
Loss from operations (13,302) (5,370) 82 (8,014)
Other income (expense):
Interest income 745 286 459
Interest Expense (1,310) (1,310)
-------- -------- -------- --------
Net other income (expense) (565) 286 0 (851)
-------- -------- -------- --------
Loss before income taxes and affiliate losses (13,867) (5,084) 82 (8,865)
Income taxes 0 0 0
-------- -------- -------- --------
Loss before affiliate losses (13,867) (5,084) 82 (8,865)
Equity in losses of unconsolidated subsidiaries (1,827) 0 (1,827)
-------- -------- -------- --------
Net Loss ($15,694) ($ 5,084) $ 82 ($10,692)
======== ======== ======== ========
Loss per share (primary) ($ 0.73) ($ 0.49)
======== ========
Loss per share (fully diluted) ($ 0.73) ($ 0.49)
======== ========
Number of weighted average shares outstanding (000's) 21,844 21,844
======== ========
(Due to Net Losses, primary and fully diluted EPS are the same.)
</TABLE>
See notes to pro forma financial statements.
<PAGE> 6
COMMODORE APPLIED TECHNOLOGIES, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
AT SEPTEMBER 30, 1998, YEAR ENDED DECEMBER 31, 1997
AND NINE MONTHS ENDED SEPTEMBER 30, 1998
The pro forma condensed consolidated financial statements have been
prepared assuming the sale of the 87% common stock ownership in Commodore
Separation Technologies, Inc. ("Separation") by Commodore Applied Technologies,
Inc. ("Applied") took place at the beginning of the periods shown.
PRO FORMA ADJUSTMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(A) Assumes Commodore Environmental Services, Inc. ("Commodore") forgives
$1,250 of debt owed by Applied in exchange for Applied's 87% ownership
interest in Separation. This entry will be recorded by Applied in the
fourth quarter of 1998, based on receipt and acceptance of a "fairness"
opinion from an outside valuation service. The resulting gain is not
reflected in the pro forma consolidated income statements; however, the
entry to record this sale is reflected in the pro forma condensed
consolidated balance sheet.
(B) Separation's equity is already eliminated in the historical Applied
Consolidated Balance Sheet. This entry reverses the impact of the pro
forma adjustment subtracting the historical equity balances of Separation
as these balances have already been eliminated in the Applied
consolidation.
(C) Represents the net book value of the $1,250 loan offset by the
proportionate amount of warrant valuation assigned to this loan.
(D) Represents the minority ownership in Separation's common stock and total
ownership of Separation's preferred stock (none of which was owned by
Applied).
(E) Represents the increase in equity resulting from the sale of Separation.
(F) Changes in "strike price" for warrants resulting from the sale transaction
are immaterial and thus no entry is required.
(G) Reverses the amortization of warrant costs associated with the $1,250 debt
for the period this debt was outstanding in 1998. This amount also
reverses the interest expense actually paid to Commodore during 1998 on
the $1,250 debt that was eliminated when Separation was sold to Commodore.
(H) Represents preferred stock dividends paid by Separation that would not
have been paid in 1998, if this transaction had taken place effective
January 1, 1997. For the year ended December 31, 1997, the pro forma
income statement is adjusted for these preferred stock dividends as offset
by that portion of Separation's losses that were allocated to minority
interests during 1997.
6
<PAGE> 7
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.
COMMODORE APPLIED TECHNOLOGIES, INC
By: /s/ James M. DeAngelis
-------------------------------------
James M. DeAngelis
Treasurer
Dated: March 9, 1999
|
|