SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
AMENDMENT NO. 1 ON 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):
March 29, 1995
________________________________________
THERMO PROCESS SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9549 04-2925807
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
12068 Market Street 48150
Livonia, Michigan (Zip Code)
(Address of principal executive offices)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
On March 29, 1995, Beheersmaatschappij J. Amerika N.V. ("J. Amerika"),
a 65%-owned subsidiary of Thermo Process Systems Inc. (the "Company"),
acquired all of the issued and outstanding capital stock of Refining and
Trading Holland B.V., which conducts business under the name "North
Refinery" ("North Refinery"), from Stalt Holding B.V., a Dutch petroleum
trading company. The purchase price for North Refinery's stock was NLG
9,568,000 (approximately $6,180,000) and 228,570 shares of J. Amerika's
capital stock, valued at NLG 1,328,000 (approximately $857,000). J.
Amerika has also agreed to pay, after the fifth anniversary date of the
closing, an amount equal to 20% of the amount by which the cumulative
pretax profits of North Refinery's business over the five-year period
ending on such anniversary exceeds NLG 5,000,000. Following this
transaction, the Company owns 62% of the outstanding stock of J.Amerika.
(a) Financial Statements of Business Acquired
Attached hereto.
2PAGE
<PAGE>
REPORT
to
the Board of Directors
REFINING AND TRADING HOLLAND B.V.
DELFZIJL
on
the 1993/94 accounts
3PAGE
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
------- ----
REPORT
1 Auditors' report
2 General
3 Adoption of the accounts and treatment of the loss
4 Tax position
ANNEXES
Annual accounts
---------------
1 Balance sheet at June 30, 1994
2 Profit and loss account for 1993/94
3 Notes to the accounts
3.1 Accounting policies
3.2 Notes to the balance sheet
3.3 Notes to the profit and loss account
3.4 Statement of source and application of funds
Other Information
-----------------
4 Profit appropriation
5 Special powers granted under the Articles of Association
4PAGE
<PAGE>
the Board of Directors
REFINING AND TRADING HOLLAND B.V.
DELFZIJL
Groningen, January 10, 1995
Dear Sirs:
In accordance with our engagement to audit your company's accounts, we
hereby report to you on the 1993/94 accounts.
1. AUDITORS' REPORT
We have audited the annual accounts of Refining and Trading Holland B.V. of
Delfzijl for the year 1993/94. We conducted our audit in accordance with
auditing standards generally accepted in the Netherlands.
In our opinion, these annual accounts give a true and fair view of the
financial position of the Company at June 30, 1994 and of the result for
the year then ended and also comply with the other Dutch legal requirements
for annual accounts.
2. GENERAL
Annual report and accounts
The annual accounts and other information included in this report form part
of the Company's statutory report and accounts for filing purposes, which
also include the directors' report on the Company's state of affairs during
the 1993/94 financial year, the situation at the balance sheet date and the
prospects for 1994/95.
3. ADOPTION OF THE ACCOUNTS AND TREATMENT OF THE LOSS
The Annual General Meeting has adopted the annual accounts for the 1992/93
financial year as drawn up by the Board of Directors. In accordance with
the proposed appropriation of profit, the profit NLG 1,937,000 has been set
against accumulated losses.
Pending the decision to be taken by the Annual General Meeting, it has been
proposed to deduct the loss of NLG 1,319,000 for the 1993/94 financial year
from the general reserve. The accounts have been drawn up on the assumption
that this proposal will be accepted.
4. TAX POSITION
4.1 Corporation Tax
On the basis of provisional calculations, the taxable loss for the 1993/94
year amounts to NLG 973,000. The breakdown is as follows:
5PAGE
<PAGE>
(In thousands of guilders)
Loss before taxation (1,644)
Depreciation based on current value, second revaluation 463
Movement in difference in valuing stock (25)
------
(1,206)
Loss on participating interest 10
Non-deductible expenses 2
------
(1,194)
Investment contribution (WIR) 221
------
Loss for tax purposes (973)
======
Movements in the carry-over losses were as follows:
Provisional loss for tax purposes (973)
Add: carry-back 1992/93 347
------
Loss for tax purposes at June 30, 1994 (626)
======
Corporation tax recoverable 135
======
4.2 Investment grants
At June 30, 1994, the grants still receivable for investments made in
previous years were made up as follows:
NLG
-------
Grant for investments made after May 1, 1996:
1987/88 35,722
1988/89 33,754
1989/90 16,597
1992/93 134,517
-------
220,590
=======
Since the grants concerning investments made after May 1, 1986 may only be
set off against corporation tax actually payable, the amounts receivable
for that period have not been included in the 1993/94 accounts in
connection with the loss. Therefore, an amount of NLG 220,590 has been
included under Other operating expenses in the 1993/94 profit and loss
account.
Yours faithfully,
for Moret Ernst & Young Accountants
J. Helmus P. Snabel
6PAGE
<PAGE>
ANNEXE 1
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
BALANCE SHEET AT JUNE 30, 1994
(after proposed treatment of the loss)
(In thousands of guilders) 1993/94 1992/93
-------------------------------------- ----------- -----------
ASSETS
Fixed Assets
Tangible fixed assets 14,687 13,476
Fixed asset investments 265 275
------ ------
14,952 13,751
Current Assets
Stocks 1,769 116
Debtors 735 748
Cash at bank and in hand 3 941
------ ------
2,507 1,805
Current Liabilities 6,032 2,194
------ ------
(3,525) (389)
------ ------
11,427 13,362
====== ======
LIABILITIES
Provisions 2,190 2,495
Investment grants equalisation account 685 356
Capital and reserves 8,552 10,511
------ ------
11,427 13,362
====== ======
7PAGE
<PAGE>
ANNEXE 2
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
PROFIT AND LOSS ACCOUNT FOR 1993/94
(In thousands of guilders) 1993/94 1992/93
-------------------------------------- ------------- -------------
Net Turnover 8,437 29,411
Change in stocks of finished goods 276 (234)
------ ------
Total Operating Income 8,713 29,177
Raw materials and consumables
(including storage and freight) 5,137 22,209
------ ------
Gross Profit 3,576 6,968
Operating Expenses
Personnel expenses 1,796 1,866
Depreciation 2,255 2,263
Other 1,956 1,794
------ ------
6,007 5,923
------ ------
Operating (Loss)/Profit (2,431) 1,045
Realised portion of revaluation reserve 985 985
------ ------
(1,446) 2,030
Interest expense 188 93
Result from minority interest (10) -
------ ------
198 93
------ ------
(Loss)/Profit Before Taxation (1,644) 1,937
Taxes 325 -
------ -----
Net (Loss)/Profit (1,319) 1,937
====== ======
8PAGE
<PAGE>
ANNEXE 3.1
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS
ACCOUNTING POLICIES
General
The annual accounts have been drawn up on the basis of current cost. The
realised portion of the revaluation reserve formed at December 31, 1989 has
been taken to the profit and loss account, whereas the realised portion of
the revaluation of material fixed assets at June 30, 1992, has been taken
directly to the distributable reserves.
All amounts in the notes are in the thousands of guilders unless stated
otherwise.
Foreign Currency Translation
Balance sheet items denominated in foreign currencies are translated into
Dutch guilders at the rate of exchange ruling on the balance sheet date.
Exchange differences are taken to the profit and loss account.
In the profit and loss account, net turnover, costs and results are
translated into Dutch guilders at the spot rates of exchange.
The rate of exchange used for the U.S. dollar (the most important foreign
currency) at the balance sheet date was NLG 1.79 (June 30, 1993; NLG 1.89).
Tangible Fixed Assets
Tangible fixed assets are carried at current cost net of straight-line
depreciation based on their estimated useful lives.
Fixed Asset Investments
The participating interest included under this heading is stated at net
asset value, being the Company's share in its capital and reserves.
Stocks
Stocks of raw materials and consumables are carried at the lower of cost
and market value. Stocks of finished goods are carried at their estimated
cost, which is based on their direct costs plus a mark-up for indirect
costs. In valuing the stocks, allowance is made for the Company's hedging
position at the end of the financial year.
Debtors, Cash and Liabilities
Debtors, cash and liabilities are included at face value. Debtors are
stated net of a provision for doubtful debts. Debtors, cash and liabilities
in foreign currency are translated into Dutch guilders at the rate of
exchange ruling on the balance sheet date.
9PAGE
<PAGE>
ANNEXE 3.1 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
ACCOUNTING POLICIES (continued)
Provisions
The provision for deferred taxation is formed for:
the revaluation of tangible fixed assets, taking into account
carry-over losses of previous years;
timing differences in the valuation of stocks of finished products;
deferred tax on IPR grants received.
Provisions are included at face value.
Investment Grants Equalisation Account
IPR grants received are taken to the Investment grants equalisation
account, net of tax payable at current rates, and taken to the profit and
loss account (and deducted from depreciation) evenly over the term of
depreciation of the assets concerned.
Net Turnover
Net turnover represents the proceeds of goods and services supplied to
third parties, net of discounts and VAT.
Taxes
Taxes are calculated on the result at current rates, taking into account
current tax facilities such as investment allowance, partly deductible
items and loss relief.
Recognition of Income and Expenses
Income and expenses are recognised in the period in which they are earned
or incurred.
10PAGE
<PAGE>
ANNEXE 3.2 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE BALANCE SHEET
1993/94 1992/93
------- -------
Tangible Fixed Assets
a) Buildings 973 1,042
b) Plant and machinery 13,571 12,248
c) Other 143 186
------ ------
14,687 13,476
====== ======
a b c Total
------ ------ ------ ------
Book value at June 30, 1993 1,042 12,248 186 13,476
Additions (replacements) 29 394 27 450
Additions (expansion) 88 3,053 - 3,141
(186) (2,124) (70) (2,380)
------ ------ ------ ------
Book value at June 30, 1994 973 13,571 143 14,687
====== ====== ====== ======
Total of unrealised revaluations 273 4,922 - 5,195
Accumulated depreciation 632 9,500 485 10,617
Rates of depreciation:
a) 10% - 20% - 33 1/3%
b) 5% - 10% - 20% - 33 1/3%
c) 20% - 33 1/3% - 50%
The current value at June 30, 1992 was assessed by a recognized firm of
appraisers.
The tangible fixed assets are situated on land held on a long lease
covering an area of approximately 6.12.09 ha. The contractual ground rent
amounts to NLG 7.24 per centiare for 3.06.00 ha and NLG 5.00 for 3.06.09
ha.
1993/94 1992/93
------- -------
Fixed Asset Investments
Participating interest - 10
Loan 15 15
Mortgage loan 250 250
------- ------
265 275
======= ======
In the 1992/93 financial year, a participating interest of 25% (NLG 10,000)
was acquired in Grond- & Watersaneringstechnick Nederland B.V., Delfzijl.
This Company was granted a loan of NLG 15,000.
11PAGE
<PAGE>
ANNEXE 3.2 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE BALANCE SHEET (continued)
The participating interest has been valued at zero because a start-up loss
of approximately NLG 40,000 is expected for the extended 1993/94 financial
year.
No repayments have been received in the year under review on the long-term
mortgage loan of NLG 250,000 which was still outstanding at June 30, 1992.
1993/94 1992/93
------- -------
Stocks
Raw materials and consumables 1,424 47
Finished goods 345 69
------ ------
1,769 116
====== ======
Debtors
Group companies 302 410
Taxes and social security 178 84
Investment grants and corporation tax - 140
Other debtors, prepayments and accrued income 255 114
------ ------
735 748
====== ======
Cash at Bank and in Hand
Bank - 936
Cash 3 5
------ ------
3 941
====== ======
Current Liabilities
Bank overdraft 4,482 -
Trade creditors 1,096 771
Taxes and social security 22 15
Investment commitment 64 941
Other creditors, accruals and deferred income 368 467
------ ------
6,032 2,194
====== ======
12PAGE
<PAGE>
ANNEXE 3.2 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE BALANCE SHEET (continued)
The bank overdraft is secured by:
a first mortgage of NLG 5,000,000 on the real property in Delfzijl;
a deed in which Stalt Holding B.V., Forsythe International B.V.,
Refining and Trading Holland B.V., Forsythe International Ltd.,
Forsythe Trading Services Ltd., Sovjet Dutch Trading Ltd. and Toboil
Ltd. assume joint and several liability for the credit;
a pledge of debtors of Sovjet Dutch Trading Ltd., Forsythe
International B.V. and Toboil Ltd.;
a pledge of stocks;
documents to be received under a letter of credit;
risk participation of second banker for a one-third share.
1993/94 1992/93
------- -------
Provisions
Deferred taxation
Balance at July 1 2,495 2,206
Movements were as follows:
On account of IPR grants received
(35% of NLG 647,800) 227 204
On account of timing differences 9 (10)
On account of the profit for the year and
the last available carry-over losses - 639
On account of tax payable on realised portion
of revaluation reserve at December 31, 1989
(35% of the NLG 985,000 taken to profit) (345) (345)
On account of tax payable on realised portion
of revaluation reserve at June 30, 1992
(35% of NLG 463,200) (162) (162)
On account of IPR grants taken to profit
(35% of NLG 96,600) (34) (37)
------ ------
Balance at June 30 2,190 2,495
====== ======
The provision for deferred taxation relates to:
Revaluation of tangible fixed assets at
December 31, 1989 (first tranche) 1,339 1,684
Revaluation of tangible fixed assets at
June 30, 1992 (second tranche) 479 641
Stock valuation difference 12 3
IPR grants received 360 167
------ ------
2,190 2,495
====== ======
This provision is mainly long-term in nature.
13PAGE
<PAGE>
ANNEXE 3.2 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE BALANCE SHEET (continued)
1993/94 1992/93
------- -------
Investment Grants Equalisation Account
Balance at July 1 356 90
Add: IPR grants received, net of deferred tax 421 378
transfer of deferred tax on account of
provision taken to profit in the year
under review 34 37
Less: investment grants taken to profit received
from 1992/93 (97) (107)
from previous years (29) (42)
------ ------
Balance at June 30 685 356
====== ======
Capital and Reserves
The breakdown is as follows:
Paid-up and called-up share capital 4,638 4,638
Share premium 1,070 1,070
Revaluation reserve 3,364 4,305
General reserve/accumulated losses (520) 498
------ ------
8,552 10,511
====== ======
Revaluation Reserve
Balance at July 1 4,305 5,885
Less: additional provision for deferred tax on
the revaluation of tangible fixed assets
on account of the profit for the year
(no more carry-over losses after 1992/93) - (639)
realised portion of revaluation of tangible
fixed assets, first tranche (640) (640)
realised portion of revaluation of tangible
fixed assets, second tranche (301) (301)
------ ------
Balance at June 30 3,364 4,305
====== ======
General Reserve/Accumulated Losses
Balance at July 1 498 (1,740)
Net (loss)/profit after tax (1,319) 1,937
Revaluation reserve realised 301 301
------ ------
Balance at June 30 (520) 498
====== ======
14PAGE
<PAGE>
ANNEXE 3.2 (continued)
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE BALANCE SHEET (continued)
Commitments Not Shown on the Face of the Balance Sheet
The Company has provided a bank guarantee of NLG 653,154 to the Collector
of Customs and Excise in Winschoten.
Head of the Group
Refining and Trading Holland B.V. is a subsidiary of Stalt Holding B.V.,
The Hague.
Published Consolidated Accounts
The annual accounts of Refining and Trading Holland B.V. have been included
in the consolidated accounts of Stalt Holding B.V., The Hague. The
consolidated accounts have been filed at the Trade Registry in The Hague,
where they are available for inspection.
15PAGE
<PAGE>
ANNEXE 3.3
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
NOTES TO THE ACCOUNTS (continued)
NOTES TO THE PROFIT AND LOSS ACCOUNT
1993/94 1992/93
------- -------
Personnel Expenses
Salaries (1992/93 including a bonus of 48
for 1991/92) 1,496 1,583
Pension costs 39 32
Other social security charges 67 112
Other personnel expenses 194 139
------ ------
1,796 1,866
====== ======
The average number of people employed during the 1993/94 financial year was
24 (1992/93: 26).
1993/94 1992/93
------- -------
Depreciation
Depreciation on tangible fixed assets based
on historical cost 933 964
Add: additional depreciation on account of
current value, first tranche 985 985
additional depreciation on account of
current value, second tranche 463 463
Less: IPR grants taken to profit (126) (149)
------ ------
2,255 2,263
====== ======
Interest Expense
Bank (including bank charges) 204 109
Other (16) (16)
------ ------
188 93
====== ======
Taxes
The 1993/94 profit and loss account discloses a corporation tax income item
of NLG 325,000, which can be broken down as follows:
NLG
-------
In connection with loss relief on the revaluation of tangible
fixed assets, second tranche 162,000
Carry-back 135,000
From previous years 28,000
-------
325,000
=======
16PAGE
<PAGE>
ANNEXE 3.4
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
STATEMENT OF SOURCE AND APPLICATION OF FUNDS
1993/94 1992/93
------------- -------------
Source of Funds
Net (loss)/profit (1,319) 1,937
Depreciation 2,255 2,263
------ ------
Cash flow 936 4,200
IPR grants received 648 582
Provision for deferred taxation to profit (153) (172)
------ ------
1,431 4,610
Application of Funds
Net investments in tangible fixed
assets 3,591 4,825
Movement in fixed asset investments (10) 25
Decrease in revaluation reserve and
deferred taxation owing to a
revaluation of tangible fixed assets
at December 31, 1989 985 985
------ ------
4,566 5,835
------ ------
(3,135) (1,225)
Working Capital
(Increase)/Decrease in stocks (1,653) 2,199
(Increase)/Decrease in debtors 13 (388)
(Increase)/Decrease in cash in hand 2 (4)
(Decrease)/Increase in current liabilities,
excluding bank overdraft (644) 444
------ ------
(2,282) 2,251
------ ------
(Increase)/Decrease in bank overdraft (5,417) 1,026
====== ======
17PAGE
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ANNEXE 4
to report dated January 10, 1995
REFINING AND TRADING HOLLAND B.V., DELFZIJL
OTHER INFORMATION
PROFIT APPROPRIATION
Articles of Association Provisions on Profit Appropriation
Under Article 17 (5) of the Articles of Association it is the prerogative
of the shareholders in general meeting to appropriate the profit.
Treatment of the Loss
It has been proposed to deduct the 1993/94 loss of NLG 1,319,000 from the
general reserve. The balance sheet at June 30, 1994 has been drawn up on
the assumption that this proposal will be adopted.
ANNEXE 5
SPECIAL POWERS GRANTED UNDER THE ARTICLES OF ASSOCIATION
Stalt Holding B.V., the holder of 200 class A shares, has been granted
the right to make binding nominations for one or more managing directors or
supervisory directors. The annual General Meeting may, however, decide to
overrule the binding nature of the nomination. The Board of Directors of
Stalt Holding B.V. comprises Messrs. A.J. van Es, J.B. van Es and D.A.
Slager.
18PAGE
<PAGE>
REFINING AND TRADING HOLLAND B.V.
DELFZIJL
Financial Statements for the six months ended December 31, 1994
19PAGE
<PAGE>
BALANCE SHEET AT DECEMBER 31, 1994
(In thousands of guilders) Dec. 31, 1994 June 30,1994
-------------------------------------- ------------- -------------
ASSETS
Fixed Assets
Tangible fixed assets 13,806 14,687
Fixed asset investments 275 265
------ ------
14,081 14,952
Current Assets
Stocks 3,877 1,769
Debtors 830 735
Cash at bank and in hand 2 3
------ ------
4,709 2,507
Current Liabilities 7,571 6,032
------ ------
(2,862) (3,525)
------ ------
11,219 11,427
====== ======
LIABILITIES
Provisions 2,043 2,190
Investment grants equalisation account 800 685
Capital and reserves 8,376 8,552
------ ------
11,219 11,427
====== ======
20PAGE
<PAGE>
PROFIT AND LOSS ACCOUNT FOR SIX MONTHS ENDED DECEMBER 31, 1994
(In thousands of guilders) Dec. 31, 1994 Dec. 31, 1993
-------------------------------------- ------------- -------------
Net Turnover 8,935 2,214
Change in stocks of finished goods (1,966) 300
------ -------
Total Operating Income 6,969 2,514
Raw materials and consumables
(including storage and freight) 4,335 2,156
------ ------
Gross Profit 2,634 358
Operating Expenses
Personnel expenses 802 910
Depreciation 1,256 1,055
Other 848 777
------ ------
2,906 2,742
------ ------
Operating (Loss)/Profit (272) (2,384)
Realised portion of revaluation reserve 493 493
------ ------
221 (1,891)
Interest expense 159 39
------ ------
(Loss)/Profit Before Taxation 62 (1,930)
Taxes 81 215
------ ------
Net (Loss)/Profit 143 (1,715)
====== ======
21PAGE
<PAGE>
STATEMENT OF SOURCE AND APPLICATION OF FUNDS
Dec. 31, 1994 Dec. 31, 1993
------------- -------------
Source of Funds
Net (loss)/profit 143 (1,715)
Depreciation 1,256 1,055
------ ------
Cash flow 1,399 (660)
IPR grants received 308 -
Provision for deferred taxation to profit (81) (81)
------ ------
1,626 (741)
Application of Funds
Net investments in tangible fixed
assets 461 -
Movement in fixed asset investments 10 3,392
Decrease in revaluation reserve and
deferred taxation owing to a
revaluation of tangible fixed assets
at December 31, 1989 493 493
------ ------
964 3,885
------ ------
662 (4,626)
Working Capital
Increase in stocks (2,108) (521)
Increase in debtors (95) (1,978)
Decrease in cash in hand 1 938
(Decrease)/Increase in current liabilities,
excluding bank overdraft (388) 2,421
------- ------
(2,590) 860
------ ------
Increase in bank overdraft (1,928) (3,766)
====== ======
22PAGE
<PAGE>
NOTES TO THE ACCOUNTS - December 31, 1994
General
The interim consolidated financial statements presented have been prepared
without audit and, in the opinion of management, reflect all adjustments of
a normal recurring nature necessary for a fair statement of the results of
operations for the six-month periods ended December 31, 1994 and 1993, the
financial position at December 31, 1994, and the source and application of
funds for the six-month periods ended December 31, 1994 and 1993. Interim
results are not necessarily indicative of results for the full year.
23PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(b) Pro Forma Combined Condensed Financial Information
The following unaudited pro forma combined condensed
statement of income sets forth the results of operations for
the year ended April 1, 1995, as if the acquisition of
Refining and Trading Holland B.V. (referred to as North
Refinery in the following pro forma combined condensed
financial information) by the Company had occurred at the
beginning of fiscal 1995. A pro forma combined condensed
balance sheet that sets forth the financial position as of
April 1, 1995 has not been provided since North Refinery has
been reflected in the consolidated balance sheet included in
Thermo Process' Annual Report on Form 10-K for the year ended
April 1, 1995 filed with the Securities and Exchange
Commission. The pro forma combined condensed statement of
income for the fiscal year ended April 1, 1995 includes the
results of operations of North Refinery for the twelve months
ended April 1, 1995, derived by adding North Refinery's
results of operations for the fourth quarter of the fiscal
year ended June 30, 1994, the six months ended December 31,
1994, and the third quarter of the fiscal year ended June 30,
1995. The acquisition has been accounted for using the
purchase method of accounting. The pro forma results of
operations are not necessarily indicative of future
operations or the actual results that would have occurred had
the acquisition of North Refinery been consummated at the
beginning of fiscal 1995. The financial statements filed
under part (a) of this item should be read in conjunction
with this pro forma combined condensed financial statement.
24PAGE
<PAGE>
FORM 8-K/A
THERMO PROCESS SYSTEMS INC.
and
REFINING AND TRADING HOLLAND B.V.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)
Year Ended April 1, 1995
---------------------------------------------
Historical Pro Forma
--------------------- ---------------------
Thermo North
Process Refinery Adjustments Combined
-------- -------- ----------- --------
(In thousands except per share amounts)
Revenues $133,803 $ 8,409 $ - $142,212
-------- -------- -------- --------
Costs and Operating Expenses:
Cost of revenues 98,552 6,275 - 104,827
Selling, general and
administrative expenses 26,257 2,717 104 29,078
New business development
expenses 883 - - 883
-------- -------- -------- --------
125,692 8,992 104 134,788
-------- -------- -------- --------
Operating Income (Loss) 8,111 (583) (104) 7,424
Gain on Issuance of Stock by
Subsidiary 1,343 - - 1,343
Interest Income 3,322 - (260) 3,062
Interest Expense (2,855) (172) - (3,027)
Other Income (Expense) 1,092 - - 1,092
-------- -------- -------- --------
Income Before Income Taxes
and Minority Interest 11,013 (755) (364) 9,894
Income Tax Provision (2,630) 84 336 (2,210)
Minority Interest Expense,
Net (4,268) (1) 265 (4,004)
-------- -------- -------- ---------
Net Income $ 4,115 $ (672) $ 237 $ 3,680
======== ======== ======== ========
Earnings per Share $ .24 $ .21
======== ========
Weighted Average Shares 17,143 17,143
======== ========
See notes to pro forma combined condensed financial statements.
25PAGE
<PAGE>
FORM 8-K/A
THERMO PROCESS SYSTEMS INC.
and
REFINING AND TRADING HOLLAND B.V.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENT
(Unaudited)
Note A - Basis of Presentation
The North Refinery historical financial statements, which are
denominated in Dutch guilders, have been translated into U.S.
dollars for these pro forma statements. The statement of income
has been translated at the average exchange rate of 1.75 Dutch
guilders per U.S. dollar for the twelve months ended April 1,
1995. The allocation of the purchase price is based on an
estimate of the fair value of the net assets acquired and is
subject to adjustment. To date, no information has been gathered
that would cause the Company to believe that the final allocation
of the purchase price will be materially different than the
preliminary estimate.
Note B - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of
Income
The pro forma adjustment to "Selling, general and administrative
expenses" represents an adjustment of 1.25% and 1.20% of North
Refinery's revenues for the nine-month period ended December 31,
1994 and the three-month period ended April 1, 1995,
respectively, for services provided under a services agreement
between the Company and Thermo Electron Corporation.
The pro forma adjustment to "Interest income" represents an
estimate of the decrease in interest income attributable to the
lower cash position as a result of the total cash payment of NLG
9,568,000 (approximately $6,180,000) to acquire North Refinery,
calculated using an average interest rate of 4.75%.
The pro forma adjustment to "Provision for income taxes" includes
a reduction in income taxes associated with the adjustments above
and an income tax benefit associated with the loss incurred at
North Refinery, calculated at J. Amerika N.V.'s income tax rate
of 37.5%.
The pro forma adjustment to "Minority interest expense, net"
represents J. Amerika N.V.'s 37.8% minority shareholder's
interest at April 1, 1995 in North Refinery's net loss and the
pro forma adjustments to the pro forma combined condensed
statement of income.
26PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(c) Exhibits
1 Stock Purchase Agreement entered into on March 29, 1995,
by and among Stalt Holding, B.V., Beheersmaatschappij J.
Amerika N.V., A.J. Van Es, J.B. Van Es and D.A. Slager,
and Thermo Process Systems Inc., previously filed.
23 Consent of Moret Ernst & Young Accountants.
27PAGE
<PAGE>
FORM 8-K/A
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 12th day of June 1995.
THERMO PROCESS SYSTEMS INC.
Paul F. Kelleher
---------------------------
Paul F. Kelleher
Chief Accounting Officer
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Thermo Process Systems Inc.:
As independent public accountants, we hereby consent to the use of our
report dated January 10, 1995, included in Thermo Process Systems Inc.'s
Amendment No. 1 on Form 8-K/A relating to events occurring on March 29,
1995, and to other references to our Firm included in or made a part of
this Form 8-K/A.
Groningen, The Netherlands, June 6, 1995
MORET ERNST & YOUNG ACCOUNTANTS
K. de Wind G.A.F. Dijkhuis
