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Previous: SNYDER COMMUNICATIONS INC, 425, 2000-09-15 |
Next: THERMO FIBERGEN INC, 8-K, EX-2.1, 2000-09-15 |
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):
September 5, 2000
----------------------------------------------------
THERMO FIBERGEN INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9549 04-3311544
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
8 Alfred Circle
Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (781) 622-1000
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
Item 2. Disposition of Assets
---------------------
On September 5, 2000, Thermo Fibergen Inc. (the "Company") sold
substantially all of the assets of its fiber-recovery and water-clarification
services plant (the "Fiber-recovery Plant") to LINPAC, Inc. (the "Buyer") for
$3,600,000 in cash. The purchase price consists of an initial payment of
$200,000 at the date of closing and seventeen monthly payments of $200,000, plus
interest, beginning September 28, 2000. The purchase price of the assets was
determined by the parties in arms-length negotiations.
The assets sold in the transaction include all inventories and fixed
assets (plant and equipment) of the Fiber-recovery Plant.
2
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Condensed Financial Statements
The following unaudited pro forma consolidated condensed statements of
operations set forth the results of operations for the year ended January 1,
2000, and the six months ended July 1, 2000, as if the disposition by the
Company of the Fiber-recovery Plant had occurred at the beginning of 1999. The
unaudited pro forma consolidated condensed balance sheet sets forth the
financial position as of July 1, 2000, as if the disposition 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 Fiber-recovery Plant been consummated at the beginning of fiscal 1999. 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, as amended, for the year
ended January 1, 2000, and Quarterly Report on Form 10-Q for the six months
ended July 1, 2000.
3
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
Year Ended January 1, 2000
(Unaudited)
<TABLE>
<CAPTION>
Less:
Fiber-
Thermo recovery
Fibergen Plant Pro Forma
-------- -------- ---------
<S> <C> <C> <C>
(In thousands except per share amounts)
Revenues $ 8,579 $ 1,388 $ 7,191
------- ------- -------
Costs and Operating Expenses:
Cost of revenues 4,804 745 4,059
Selling, general, and administrative expenses 3,400 - 3,400
Research and development expenses 1,385 - 1,385
------- ------- -------
9,589 745 8,844
------- ------- -------
Operating Income (Loss) (1,010) 643 (1,653)
Interest Income 2,691 - 2,691
------- ------- -------
Income Before Income Taxes and Minority Interest 1,681 643 1,038
Provision for Income Taxes (694) (257) (437)
Minority Interest Income 53 - 53
------- ------- -------
Net Income $ 1,040 $ 386 $ 654
======= ======= =======
Earnings per Share:
Basic $ .07 $ .05
======= =======
Diluted $ .07 $ .04
======= =======
Weighted Average Shares:
Basic 14,389 14,389
======= =======
Diluted 15,540 15,540
======= =======
4
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
Six Months Ended July 1, 2000
(Unaudited)
Less:
Fiber-
Thermo recovery
Fibergen Plant Pro Forma
-------- -------- ---------
(In thousands except per share amounts)
Revenues $ 4,479 $ 700 $ 3,779
------- ------- -------
Costs and Operating Expenses:
Cost of revenues 2,786 378 2,408
Selling, general, and administrative expenses 2,131 - 2,131
Research and development expenses 603 - 603
------- ------- -------
5,520 378 5,142
------- ------- -------
Operating Income (Loss) (1,041) 322 (1,363)
Interest Income 1,388 - 1,388
------- ------- -------
Income Before Income Taxes and Minority Interest 347 322 25
Provision for Income Taxes (184) (129) (55)
Minority Interest Income 256 - 256
------- ------- -------
Net Income $ 419 $ 193 $ 226
======= ======= =======
Basic and Diluted Earnings per Share $ .03 $ .02
======= =======
Basic and Diluted Weighted Average Shares:
Basic 14,165 14,165
======= =======
Diluted 14,543 14,543
======= =======
</TABLE>
5
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of July 1, 2000
(Unaudited)
<TABLE>
<CAPTION>
Less:
Fiber-
Thermo recovery Pro Forma
Fibergen Plant Adjustments Pro Forma
-------- -------- ----------- ---------
<S> <C> <C> <C> <C>
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 5,418 $ - $ 200 $ 5,618
Advance to affiliate 12,288 - - 12,288
Available-for-sale investments, at 31,414 - - 31,414
quoted market value
Accounts receivable, net 1,164 - - 1,164
Inventories 1,093 58 - 1,035
Deferred tax asset and other current 200 - 2,400 2,600
assets
Due from parent company and
affiliated companies 342 - - 342
------- ------- ------- --------
51,919 58 2,600 54,461
------- ------- ------- -------
Property, Plant, and Equipment, at
Cost, Net 11,364 2,873 - 8,491
------- ------- ------- -------
Other Assets 4,104 - 1,000 5,104
------- ------- ------- -------
Cost in Excess of Net Assets of
Acquired Companies 3,745 - - 3,745
------- ------- ------- -------
$71,132 $ 2,931 $ 3,600 $71,801
======= ======= ======= =======
6
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (continued)
As of July 1, 2000
(Unaudited)
Less:
Fiber-
Thermo recovery Pro Forma
Fibergen Plant Adjustments Pro Forma
-------- -------- ----------- ---------
(In thousands)
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $ 515 $ - $ - $ 515
Accrued payroll and employee benefits 340 - - 340
Accrued income taxes 299 - 264 563
Other accrued liabilities 1,146 - 10 1,156
Common stock subject to redemption 59,886 - - 59,886
------- ------- ------- -------
62,186 - 274 62,460
------- ------- ------- -------
Deferred Income Taxes 512 - - 512
------- ------- ------- -------
Minority Interest 2,766 - - 2,766
------- ------- ------- -------
Shareholders' Investment:
Common stock 100 - - 100
Capital in excess of par value 11,029 - - 11,029
Retained earnings 57 - 395 452
Treasury stock at cost (5,515) - - (5,515)
Accumulated other comprehensive items (3) - - (3)
Parent company investment - 2,931 2,931 -
------- ------- ------- -------
5,668 2,931 3,326 6,063
------- ------- ------- -------
$71,132 $ 2,931 $ 3,600 $71,801
======= ======= ======= =======
</TABLE>
7
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Pro Forma Adjustments to Pro Forma Consolidated Condensed Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
July 1, 2000
--------------
Debit (Credit)
<S> <C>
Cash and Cash Equivalents
Cash received for sale of Fiber-recovery Plant $ 200
-------
Other Current Assets
Current portion of note receivable for sale of
Fiber-recovery Plant $ 2,400
-------
Other Assets
Long-term portion of note receivable for sale of Fiber-recovery
Plant $ 1,000
-------
Accrued Income Taxes
Estimated taxes payable on gain on sale of Fiber-recovery
Plant $ (264)
-------
Other Accrued Liabilities
Estimated accrued transaction costs, including legal fees
and other costs $ (10)
-------
Shareholders' Investment
Elimination of the Fiber-recovery Plant equity account and
excess of net proceeds from sale over parent company
investment in the Fiber-recovery Plant $(3,326)
-------
8
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits (continued)
(c) Exhibits
2.1 Bill of Sale by and among Thermo Fibergen Inc. (as Seller) and LINPAC,
Inc. (as Buyer), dated as of September 5, 2000.
9
<PAGE>
FORM 8-K
THERMO FIBERGEN INC.
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 15th day of September 2000.
THERMO FIBERGEN INC.
/s/ Theo Melas-Kyriazi
--------------------------------------------
Theo Melas-Kyriazi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
</TABLE>
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