SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 27, 2000
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-13817 11-2908692
(Commission File Number) (IRS Employer Identification Number)
777 Post Oak Boulevard, Suite 800, Houston, Texas 77056
(Address of Principal Executive Offices and Zip Code)
(713) 621-7911
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF CERTAIN ASSETS.
(a) Description of Dispositon of Certain Assets
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On September 27, 2000, Elmagco, Inc. d/b/a Baylor Company, a Delaware
corporation ("Baylor"), and a wholly owned subsidiary of Boots & Coots
International Well Control, Inc., a Delaware corporation (the "Company") sold
substantially all of its assets for $29 million in cash plus the assumption of
certain liabilities to National Oilwell L.P., a Delaware corporation, pursuant
to an Amended and Restated Purchase and Sale Agreement. The amount of the
consideration was the result of arms-length negotiations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Pro Forma Financial Information
----------------------------------
(i) Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 2000.
(ii) Pro Forma Condensed Consolidated Statement of Operations
for the six months ended June 30, 2000.
(iii) Pro Forma Condensed Consolidated Statement of Operations
for the year ended December 31, 1999.
(iv) Notes to Pro Forma Condensed Consolidated financial
statements as of June 30, 2000 and December 31, 1999.
The unaudited pro forma condensed consolidated balance sheet as of June 30,
2000 assumes the sale occurred on June 30, 2000. The unaudited pro forma
condensed consolidated statement of operations for the six months ended June 30,
2000 and for the year ended December 31, 1999 give effect to the disposition as
if it occurred on December 31, 1998. The pro forma information is based on the
historical financial statements of Baylor after giving effect to the proposed
transaction and the assumptions and adjustments in the accompanying notes to the
pro forma condensed consolidated financial statements and are not necessarily
indicative of the financial position or results of operations of the Company
that would have actually occurred had the transaction been in effect as of the
date or for the periods presented. In addition, it should be noted that the
Company's historical financial statements will reflect the disposition only from
September 27, 2000, the effective date of the disposition. The pro forma
condensed consolidated financial statements have been prepared on the basis of
preliminary estimates. The pro forma financial information should be read in
conjunction with the Company's historical financial statements, including notes
thereto, which are incorporated herein by reference.
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BOOTS & COOTS GROUP
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000
(000'S)
B&C AS ADJUSTMENT ADJUSTMENT FOR
REPORTED FOR BAYLOR (A) SENIOR DEBT A (C) PROFORMA
---------- --------------- ----------------- ----------
<S> <C> <C> <C> <C>
CASH $ 1,504 $ 28,309 (11,976) $ 17,837
ACCOUNTS RECEIVABLE 7,812 (3,422) - 4,390
INVENTORY 9,576 (8,806) - 770
OTHER CURRENT ASSETS 955 (364) - 591
---------- --------------- ----------------- ----------
TOTAL CURRENT ASSETS 19,847 15,717 (11,976) 23,588
PROPERTY PLANT & EQUIPMENT 27,253 (17,402) - 9,851
GOODWILL AND OTHER ASSETS 15,190 (8,960) - 6,230
---------- --------------- ----------------- ----------
TOTAL ASSETS $ 62,290 ($10,645) (11,976) $ 39,669
========== =============== ================= ==========
CURRENT LIABILITIES
ACCOUNTS PAYABLE - TRADE $ 14,809 ($5,049) - $ 9,760
ACCRUALS 8,383 (3,041) - 5,342
SENIOR DEBT A 11,976 - (11,976) -
SENIOR DEBT B 6,275 - - 6,275
SUBORDINATED NOTES PAYABLE NET OF WARRANT VALUE 28,195 - - 28,195
ALL OTHER DEBT 287 (50) - 237
---------- --------------- ----------------- ----------
$ 69,925 (8,140) (11,976) $ 49,809
SHAREHOLDERS' DEFICIT
PREFERRED STOCK - - - -
COMMON STOCK - - - -
ADDITIONAL PAID-IN-CAPITAL 35,293 - - 35,293
ACCUMULATED DEFICIT (42,928) (2,505) - (45,433)
---------- --------------- ----------------- ----------
TOTAL SHAREHOLDERS' DEFICIT (7,635) (2,505) - (10,140)
---------- --------------- ----------------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 62,290 (10,645) (11,976) $ 39,669
========== =============== ================= ==========
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SEE ACCOMPANYING NOTE TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.
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BOOTS & COOTS GROUP
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR SIX MONTHS ENDED JUNE 30, 2000
(000'S)
B&C AS ADJUSTMENT
REPORTED FOR BAYLOR (B) PROFORMA
---------- -------------- ----------
<S> <C> <C> <C>
REVENUES $ 22,480 ($10,508) $ 11,972
COSTS & EXPENSES:
COST OF SALES AND OPERATING EXPENSES 15,834 (6,231) 9,603
SELLING, GENERAL & ADMINISTRATIVE 5,677 (2,899) 2,778
DEPRECIATION & AMORTIZATION 2,110 (773) 1,337
---------- -------------- ----------
TOTAL COSTS & EXPENSES 23,621 (9,903) 13,718
---------- -------------- ----------
OPERATING INCOME (1,141) (605) (1,746)
OTHER EXPENSE (INCOME) 4,271 (715) (1) 3,556
---------- -------------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (5,412) 110 (5,302)
INCOME TAX EXPENSE - - -
---------- -------------- ----------
NET INCOME (LOSS) (5,412) 110 (5,302)
PREFERRED STOCK ACCRETION (238) - (238)
---------- -------------- ----------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON
SHAREHOLDERS (5,650) 110 ($5,540)
========== ============== ==========
BASIC AND DILUTED LOSS PER COMMON SHARE ($0.16) ($0.16)
========== ============== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 34,536 34,536
========== ============== ==========
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(1) INCLUDES ADJUSTMENT FOR LOWER INTEREST EXPENSE OF $822.
SEE ACCOMPANYING NOTE TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.
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BOOTS & COOTS GROUP
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR TWELVE MONTHS ENDED DECEMBER 31, 1999
(000'S)
B&C AS ADJUSTMENT
REPORTED FOR BAYLOR (B) PROFORMA
---------- -------------- ----------
<S> <C> <C> <C>
REVENUES $ 67,565 ($34,470) $ 33,095
COSTS & EXPENSES:
COST OF SALES AND OPERATING EXPENSES 55,683 (23,712) 31,971
SELLING, GENERAL & ADMINISTRATIVE 19,608 (5,914) 13,694
DEPRECIATION & AMORTIZATION 4,455 (1,548) 2,907
WRITE-DOWN OF LONG LIVED ASSETS 4,507 - 4,507
---------- -------------- ----------
TOTAL COSTS & EXPENSES 84,253 (31,174) 53,079
---------- -------------- ----------
OPERATING INCOME (16,688) (3,296) (19,984)
OTHER EXPENSE (INCOME) 6,386 (2,192) (1) 4,194
---------- -------------- ----------
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES (23,074) (1,104) (24,178)
INCOME TAX EXPENSE 214 (132) 82
---------- -------------- ----------
LOSS FROM CONTINUING OPERATIONS (23,288) (972) (24,260)
LOSS FROM DISCONTINUED OPERATIONS (7,828) - (7,828)
---------- -------------- ----------
NET LOSS (31,116) (972) (32,088)
PREFERRED STOCK ACCRETION (775) - (775)
PREFERRED DIVIDENDS REQUIREMENTS (469) - (469)
---------- -------------- ----------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS (32,360) (972) (33,332)
========== ============== ==========
BASIC AND DILUTED LOSS PER COMMON SHARE:
CONTINUING OPERATIONS ($0.71) ($0.74)
========== ============== ==========
DISCONTINUED OPERATIONS ($0.23) ($0.23)
========== ============== ==========
NET LOSS ($0.94) ($0.97)
========== ============== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 34,352 - 34,352
========== ============== ==========
</TABLE>
(1) INCLUDES ADJUSTMENT FOR LOWER INTEREST EXPENSE OF $2,208.
SEE ACCOMPANYING NOTE TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.
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BOOTS & COOTS GROUP
NOTES TO PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2000 AND DECEMBER 31, 1999
1. Pro Forma Adjustments
The accompanying pro forma condensed consolidated financial statements give
effect to the following pro forma adjustments necessary to reflect the
sale outlined in the preceding introduction as if the transaction occurred
at the date indicated in the introduction.
(A) To reflect the sale of all assets and liabilities of Baylor Company.
(B) To remove all revenue and expenses of Baylor Company.
(C) To reflect payoff of Senior Debt A as of June 30, 2000.
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(c) Exhibits
--------
The following exhibits are filed herewith:
Exhibit Number Description
2 Amended and Restated Purchase and Sale Agreement
(excluding exhibits) between Elmagco, Inc. d/b/a
Baylor Company, Boots & Coots International Well
Control, Inc., and National Oilwell L.P., dated
as of September 27, 2000.
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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 hereunto duly authorized.
Boots & Coots International Well Control, Inc.
(Registrant)
Date: October 11, 2000 By: /s/ Larry H. Ramming
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Larry H. Ramming
Chief Executive Officer
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