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Previous: THERMO INSTRUMENT SYSTEMS INC, SC TO-T/A, 2000-04-28 |
Next: PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/, 485BPOS, 2000-04-28 |
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):
April 14, 2000
----------------------------------------------------
THERMO TERRATECH INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9549 04-2925807
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (781) 622-1000
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
Item 2. Disposition of Assets
On April 14, 2000, BAC Killam, Inc. (the "Business"), an indirect wholly
owned subsidiary of The Randers Killam Group Inc., a majority-owned subsidiary
of Thermo TerraTech Inc. (the "Company"), sold all of its assets to Hatch Mott
McDonald, Inc. (the "Buyer"). The BAC Killam, Inc. subsidiary provides both
private and public sector clients with a broad range of consulting services that
address transportation planning and design.
The assets sold in the transaction include all tangible personal property
of the Business located at the Business's Buffalo, New York; Queensboro, New
York; and Milburn, New Jersey, offices, as well as all rights under certain
ongoing consulting contracts, and the rights to "Bettigole Andrews and Clark"
and "NH Bettigole" names used by the Business. The Buyer assumed all liabilities
and obligations under the assumed contracts that arise after the closing and all
liabilities and obligations relating to certain real property leases.
The purchase price for the assets was $3 million of which approximately
$1.4 million was paid in cash at the closing and of which the balance represents
accounts receivable of the Business that will be collected by the Buyer and be
paid to the Company upon collection (less a five percent collection fee). The
purchase price of the assets was determined by the parties in arms-length
negotiations.
2
<PAGE>
FORM 8-K
THERMO TERRATECH 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 fiscal year ended April
3, 1999, and the nine months ended January 1, 2000, as if the disposition by the
Company of BAC Killam had occurred at the beginning of fiscal 1999. The
unaudited pro forma consolidated condensed balance sheet sets forth the
financial position as of January 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
BAC Killam 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 fiscal year
ended April 3, 1999, and Quarterly Report on Form 10-Q for the nine months ended
January 1, 2000.
3
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended April 3, 1999
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Thermo Less: Pro Forma
TerraTech BAC Killam Adjustments Pro Forma
(In thousands except per share amounts)
Revenues $310,039 $ 12,158 $ - $297,881
-------- -------- -------- --------
Costs and Operating Expenses:
Cost of revenues 247,610 10,474 - 237,136
Selling, general, and administrative 46,224 2,890 - 43,334
expenses
Restructuring costs 10,217 - - 10,217
-------- -------- -------- --------
304,051 13,364 - 290,687
-------- -------- -------- --------
Operating Income (Loss) 5,988 (1,206) - 7,194
Interest Income 2,185 9 75 2,251
Interest Expense (8,981) - - (8,981)
-------- -------- -------- --------
Income (Loss) Before Income Taxes and (808) (1,197) 75 464
Minority Interest
Income Tax (Provision) Benefit (1,786) 440 (26) (2,252)
Minority Interest Income 1,173 - (42) 1,131
-------- -------- -------- --------
Net Loss $ (1,421) $ (757) $ 7 $ (657)
======== ======== ======== ========
Basic and Diluted Loss per Share $ (.07) $ (.03)
======== ========
Basic and Diluted Weighted Average Shares 19,402 19,402
======== ========
4
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Nine Months Ended January 1, 2000
(Unaudited)
Thermo Less: Pro Forma
TerraTech BAC Killam Adjustments Pro Forma
(In thousands except per share amounts)
Revenues $234,790 $ 8,598 $ - $226,192
-------- -------- -------- --------
Costs and Operating Expenses:
Cost of revenues 185,059 6,679 - 178,380
Selling, general, and administrative 34,439 1,368 - 33,071
expenses
Restructuring costs 56,524 9,569 - 46,955
-------- -------- -------- --------
276,022 17,616 - 258,406
-------- -------- -------- --------
Operating Loss (41,232) (9,018) - (32,214)
Interest Income 2,037 3 58 2,092
Interest Expense (6,678) - - (6,678)
-------- -------- -------- --------
Loss Before Income Taxes, Minority (45,873) (9,015) 58 (36,800)
Interest, and Extraordinary Item
Income Tax (Provision) Benefit (1,244) 443 (20) (1,707)
Minority Interest Income 3,316 - (447) 2,869
-------- -------- -------- --------
Loss Before Extraordinary Item (43,801) (8,572) (409) (35,638)
Extraordinary Item, Net of Income Tax 96 - - 96
Provision of $64 -------- -------- -------- --------
Net Loss $(43,705) $ (8,572) $ (409) $(35,542)
======== ======== ======== ========
Basic and Diluted Loss per Share $ (2.29) $ (1.86)
======== ========
Basic and Diluted Weighted Average Shares 19,066 19,066
======== ========
5
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of January 1, 2000
(Unaudited)
Thermo Less: Pro Forma
TerraTech BAC Killam Adjustments Pro Forma
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 4,905 $ 200 $ 1,374 $ 6,079
Advance to affiliate 49,436 - - 49,436
Accounts receivable, net 52,330 1,598 - 50,732
Unbilled contract costs and fees 26,950 1,091 - 25,859
Inventory 2,452 - - 2,452
Deferred tax asset 6,668 - - 6,668
Other current assets 3,685 9 - 3,676
-------- -------- -------- ---------
146,426 2,898 1,374 144,902
-------- -------- -------- ---------
Property, Plant, and Equipment, at Cost,
Net 70,357 443 - 69,914
-------- -------- -------- ---------
Other Assets 9,623 - - 9,623
-------- -------- -------- ---------
Cost in Excess of Net Assets of 88,865 - - 88,865
Acquired Companies -------- -------- -------- ---------
$315,271 $ 3,341 $ 1,374 $ 313,304
======== ======== ======== =========
6
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (continued)
As of January 1, 2000
(Unaudited)
Thermo Less: Pro Forma
TerraTech BAC Killam Adjustments Pro Forma
(In thousands)
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term obligations and current $ 19,549 $ - $ - $ 19,549
maturities of long-term obligations
Subordinated convertible debentures 37,950 - - 37,950
Accounts payable 20,939 - - 20,939
Accrued payroll and employee benefits 12,223 - - 12,223
Accrued restructuring costs 8,660 - - 8,660
Deferred revenue 4,169 - - 4,169
Other accrued expenses 13,347 - 100 13,447
Due to parent company and affiliated 2,140 - - 2,140
companies -------- -------- --------- --------
118,977 - 100 119,077
-------- -------- --------- --------
Deferred Income Taxes 685 - - 685
-------- -------- --------- --------
Other Deferred Items 1,097 - - 1,097
-------- -------- --------- --------
Long-term Obligations 118,241 - - 118,241
-------- -------- --------- --------
Minority Interest 24,785 - (108) 24,677
-------- -------- --------- --------
Shareholders' Investment:
Common stock 1,959 - - 1,959
Capital in excess of par value 70,993 - - 70,993
Accumulated deficit (17,807) - (1,959) (19,766)
Treasury stock at cost (3,846) - - (3,846)
Deferred compensation (216) - - (216)
Accumulated other comprehensive items 403 - - 403
Parent company investment - 3,341 3,341 -
-------- -------- --------- --------
51,486 3,341 1,382 49,527
-------- -------- --------- --------
$315,271 $ 3,341 $ 1,374 $313,304
======== ======== ========= ========
</TABLE>
7
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Pro Forma Adjustments to Pro Forma Consolidated Condensed Statements of
Operations
(In thousands except in text)
<TABLE>
<CAPTION>
<S> <C> <C>
Fiscal Year Ended Nine Months Ended
April 3, 1999 January 1, 2000
Debit (Credit)
Interest Income
Increase in interest income earned on the $1,374,000 $(75) $(58)
of cash paid to the Company by the acquirer,
calculated using the 30-day Commercial Paper
Composite Rate plus 50 basis points, or 5.46% in fiscal 1999 and 5.58% in the
first nine months of fiscal 2000 ---- ----
Income Tax Provision
Increase in the income tax provision as a result of $ 26 $ 20
an increase in interest income calculated at an
effective income tax rate of 34% ---- ----
Minority Interest Income
Decrease in minority interest income as a result of the sale of BAC Killam $ 42 $447
---- ----
</TABLE>
Note 2 - Pro Forma Adjustments to Pro Forma Consolidated Condensed Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
<S> <C>
January 1, 2000
Debit (Credit)
Cash and Cash Equivalents
Cash received for sale of assets of BAC Killam $ 1,374
-------
Other Accrued Expenses
Estimated accrued transaction costs, including legal fees and other costs $ (100)
-------
Minority Interest
Decrease in minority interest related to excess of $ 108
parent company investment in BAC Killam over proceeds
from sale -------
Shareholders' Investment
Elimination of BAC Killam equity account and excess of $(1,382)
parent company investment in BAC Killam over proceeds
from sale -------
</TABLE>
8
<PAGE>
FORM 8-K
THERMO TERRATECH INC.
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits (continued)
(c) Exhibits
2.1Asset Purchase Agreement by and among BAC Killam, Inc. and The Randers
Killam Group Inc. (as Sellers) and Hatch Mott McDonald, Inc. (as
Buyer), dated as of March 31, 2000 (filed as Exhibit 2.1 to The
Randers Killam Group Inc.'s Form 8-K dated as of April 14, 2000 [File
No. 0-18095] and incorporated herein by reference).
9
<PAGE>
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 28th day of April 2000.
THERMO TERRATECH INC.
/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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