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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K-A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported) January 29, 1997
Commission File Number: 0-14618
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VECTRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1160888
(State of incorporation) (I.R.S. Employer Identification No.)
6203 San Ignacio Avenue, Suite 100
San Jose, CA 95119
(Address of principal executive offices)
(408) 629-9800
(Registrant's telephone number)
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Item 5 - Other Events
With the sale of VECTRA Technologies, Inc.'s (the "Company") nuclear
engineering services business, power services business, and government
services business ( collectively , the "Engineering Businesses") in August
1996, VECTRA UK in April 1996 and the Waste Business in January 1997, the
Company's current business provides design, licensing, procurement,
fabrication, sale and leasing of equipment for the packaging and
transportation of high level and low level radioactive waste and nuclear
material; and related consulting and engineering services to the commercial
nuclear industry worldwide and to the DOE in the U.S. ("Fuel Services").
Because of the Company's reduced size and product lines, the Company's
current and future business operations are subject to a number of risks and
uncertainties. In evaluating the risks of an investment and any
forward-looking information provided by the Company, investors should be
aware that the Company's actual results could differ materially from the
results discussed in any forward-looking statements because of, among other
factors generally affecting companies in the nuclear industry, the following:
(a) the Company is subject to a variety of stringent regulatory agency
requirements in the U.S. and foreign countries that affect the manufacturing
of its products, and the failure to comply with such requirements may result
in litigation, liability or government-ordered shutdowns; (b) the Company's
need for working capital and annual and quarterly operating results may vary
considerably from period to period as a result of a number of factors,
including milestone requirements under customer contracts, and cancellations
or delays by customers; ( c ) a substantial portion of the Company's future
sales will be to fewer than 15 customers, the loss of any of which would
adversely affect the Company's business, results of operations and financial
condition; (d) some of the Company's principal competitors may have financial
resources greater than the Company, have been active in the nuclear
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service industry for many years and have extensive relationships with customers
in the Company's current area of operations.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
The following unaudited pro forma condensed consolidated balance sheets as of
December 31, 1996, give effect to the sale of the Company's low level
radioactive waste packaging and transportation services operations (the
"Waste Business") as if the sale had been consummated on December 31, 1996.
The following unaudited pro forma condensed consolidated statements of
operations for the fiscal year ended December 31, 1996 give effect to the
sales of the Waste Business, VECTRA UK and the Engineering Businesses as if
the sales had been consummated at the beginning of that period. The unaudited
pro forma condensed consolidated financial statements are not necessarily
indicative of the results that actually would have occurred if the sales had
taken place during such period or that may be attained in the future. The
unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements and
notes thereto.
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VECTRA TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
HISTORICAL AS WASTE PRO FORMA
PREVIOUSLY DISPOSITION AS ADJUSTED
REPORTED (1,2)
------------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 2,741 $ 3,430 $ 6,171
Securities available for sale 1,330 --- 1,330
Assets held for disposition 3,430 (3,430) ---
Accounts receivable, net of allowance 7,082 --- 7,082
Costs and estimated earnings in
excess of billings on uncompleted contracts 1,153 --- 1,153
Inventories 251 --- 251
Prepaid expenses 297 --- 297
------------- ----------- ------------
Total Current Assets 16,284 --- 16,284
------------- ----------- ------------
Property, Plant and Equipment, at cost 4,937 --- 4,937
Less accumulated depreciation (2,093) --- (2,093)
------------- ----------- ------------
Net Property, Plant and Equipment 2,844 --- 2,844
------------- ----------- ------------
Licenses, patents and other intangibles,
at cost, net of accumulated amortization 3,600 --- 3,600
Investments and long term prepaid costs 404 --- 404
Other assets 31 --- 31
------------- ----------- ------------
Total Assets $ 23,163 --- $ 23,163
------------- ----------- ------------
------------- ----------- ------------
</TABLE>
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VECTRA TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 1996
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
HISTORICAL AS WASTE
PREVIOUSLY DISPOSITION PRO FORMA
REPORTED (1,2) AS ADJUSTED
------------- ----------- -----------
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $ 400 --- $ 400
Accounts payable 5,957 --- 5,957
Accrued payroll and related
expenses 715 --- 715
Other accrued liabilities 2,041 --- 2,041
Accrued liabilities related to sale of
subsidiaries 1,894 --- 1,894
Billings in excess of costs and
estimated earnings on uncompleted
contracts 400 --- 400
------------- ----------- -----------
Total Current Liabilities 11,407 --- 11,407
------------- ----------- -----------
Long term debt --- --- ---
Other long term liabilities 1,382 --- 1,382
------------- ----------- -----------
Total Liabilities 12,789 --- 12,789
------------- ----------- -----------
Shareholders' Equity
Common Stock 44,960 --- 44,960
Accumulated deficit (34,586) --- (34,586)
------------- ----------- -----------
Total Shareholders' Equity 10,374 --- 10,374
------------- ----------- -----------
Total Liabilities and Shareholders' Equity $ 23,163 $ --- $ 23,163
------------- ----------- -----------
------------- ----------- -----------
</TABLE>
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VECTRA TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------------
HISTORICAL AS ACCOMPLISHED WASTE PRO FORMA AS
PREVIOUSLY DISPOSITIONS(3) DISPOSITION(4) ADJUSTED
REPORTED
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 68,005 $ 46,779 $ 8,384 $ 12,842
Cost of revenues 47,864 33,452 5,611 8,801
------------- ------------- ------------- -------------
Gross margin 20,141 13,327 2,773 4,041
------------- ------------- ------------- -------------
Operating Expenses
Research and development
expenses 446 12 --- 434
Selling, general and
administrative expenses 17,428 10,817 3,173 3,438
Write downs of property, plant
and equipment and
intangible assets 5,841 --- 5,841 ---
------------- ------------- ------------- -------------
Total operating expenses 23,715 10,829 9,014 3,872
------------- ------------- ------------- -------------
Operating Income/(Loss) (3,574) 2,498 (6,241) 169
Interest expense, net 2,090 2,090 --- ---
Loss on sale of subsidiary (1,443) (1,443) --- ---
------------- ------------- ------------- -------------
Income/(Loss) before income taxes (7,107) (1,035) (6,241) 169
Benefit for income taxes (75) --- --- (75)
------------- ------------- ------------- -------------
Net Income/(Loss) $ (7,032) $ (1,035) $ (6,241) $ 244
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net Income/(Loss) per share $ (0.90) $ (.13) $ (0.80) $ 0.03
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Number of shares used to
calculate net Income/(Loss) per share 7,833,527 7,833,527 7,833,527 8,337,325
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
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VECTRA TECHNOLOGIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
(unaudited)
1. Pro forma adjustments related to the pro forma condensed consolidated
balance sheet are computed assuming the transactions were consummated on
December 31, 1996, and include adjustments that give effect to events that
are directly attributable to the MMT transactions and are factually
supportable regardless of whether they have a continuing impact or are
nonrecurring.
2. Cash and Assets held for disposition reflects the net proceeds of $3.4
million based on a sales price of $3.9 million less estimated selling costs
of $.5 million. These selling costs are approximated as follows ($ in
thousands):
Employee related expenses (including termination costs) $ 142
Rent liability 40
Legal fees 95
Contingencies 95
Allowances 98
Total MMT selling costs $ 470
3. Reflects the April 1996 disposition of VECTRA UK and the August 1996
disposition of the Engineering Businesses as if they had occurred at the
beginning of 1996.
4. Pro forma historical earnings are not indicative of possible future
performance. No assurances can be given, expressed or implied, that the
remaining operating business, Fuels Services, can be restructured to be
sufficiently profitable to create shareholder value.
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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.
VECTRA TECHNOLOGIES, INC.
April 5, 1997 By /s/ Ray A. Fortney
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Ray A. Fortney
President, Chief Executive Officer
April 5, 1997 By /s/ Thomas B. Pfeil
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Thomas B. Pfeil
Chief Financial Officer
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