SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
February 25, 2000
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THERMOTREX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-10791 52-1711436
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
10455 Pacific Center Court
San Diego, California 92121-4339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (781) 622-1000
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FORM 8-K
THERMOTREX CORPORATION
Item 2. Disposition of Assets
On February 11, 2000, ThermoTrex Corporation (the Company) sold all of the
stock of its Trex Communications Corporation subsidiary (TCC) to MCK
Communications Statutory Trust for $48.7 million in cash, subject to a
post-closing adjustment based upon a determination of the net book value of TCC
at the date of sale. The sales price was determined by the Company and MCK
Communications in arms-length negotiations. TCC is in the business of designing,
developing, manufacturing, producing, marketing, and selling range telemetry
systems and satellite and antennae ground stations. TCC owns all of the shares
of LNR TrexCom Inc., EMP TrexCom Inc., and TrexCom (Asia) PTE Ltd.
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FORM 8-K
THERMOTREX CORPORATION
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 condensed statements of operations set
forth the results of operations for the fiscal year ended October 2, 1999, and
the three months ended January 1, 2000, as if the disposition by the Company of
TCC had occurred at the beginning of fiscal 1999. The unaudited pro forma
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
TCC 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 for the fiscal year ended October 2, 1999, and
its Quarterly Report on Form 10-Q for the three months ended January 1, 2000.
In January 2000, the Company's parent, Thermo Electron Corporation,
announced a reorganization plan under which it intends to sell certain
businesses, including the Company's Trex Medical Corporation subsidiary. As a
result of the decision to sell Trex Medical, the results of this business were
presented as discontinued operations in the financial statements included in the
Company's Form 10-Q for the quarter ended January 1, 2000. The accompanying pro
forma statement of operations for the fiscal year ended October 2, 1999,
presents the restatement of the Company's fiscal 1999 historical statement of
operations to reflect Trex Medical's results as discontinued operations. These
restated results are subsequently adjusted to present the pro forma results of
operations assuming the sale of TCC had occurred at the beginning of fiscal
1999.
3
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FORM 8-K
<TABLE>
<CAPTION>
THERMOTREX CORPORATION
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended October 2, 1999
(Unaudited)
Restatement for Discontinued Operations
---------------------------------------
ThermoTrex, Discontinued ThermoTrex, Pro Forma
Historical Operations As Adjusted Less: TCC Adjustments Pro Forma
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 346,147 $ 238,150 $ 107,997 $ 49,574 $ - $ 58,423
--------- --------- --------- --------- -------- ---------
Costs and Operating
Expenses:
Cost of revenues 260,050 166,398 93,652 31,806 - 61,846
Selling, general, and 103,236 69,162 34,074 12,591 - 21,483
administrative expenses
Research and development 39,702 32,391 7,311 3,627 - 3,684
expenses
Restructuring and unusual 76,620 9,890 66,730 3,400 - 63,330
costs --------- --------- --------- -------- -------- ---------
479,608 277,841 201,767 51,424 - 150,343
--------- --------- --------- -------- -------- ---------
Operating Loss (133,461) (39,691) (93,770) (1,850) - (91,920)
Interest Income 5,799 562 5,237 400 2,535 7,372
Interest Expense (8,662) (213) (8,449) - - (8,449)
Equity in Loss on Joint Ventures (200) - (200) - - (200)
Other Expense (5,897) (231) (5,666) - - (5,666)
--------- --------- --------- -------- -------- ---------
Loss from Continuing (142,421) (39,573) (102,848) (1,450) 2,535 (98,863)
Operations Before Income
Taxes and Minority Interest
Income Tax (Provision) Benefit 10,687 11,978 (1,291) (876) (963) (1,378)
Minority Interest Income 7,906 7,996 (90) (90) - -
(Expense) --------- --------- --------- -------- -------- ---------
Loss from Continuing $(123,828) $ (19,599) $(104,229) $ (2,416) $ 1,572 $(100,241)
Operations ========= ========= ========= ======== ======== =========
Basic and Diluted Loss per $ (6.24) $ (5.25) $ (5.05)
Share from Continuing ========= ========= =========
Operations
Basic and Diluted Weighted 19,851 19,851 19,851
Average Shares ========= ========= =========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
FORM 8-K
THERMOTREX CORPORATION
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Three Months Ended January 1, 2000
(Unaudited)
Pro Forma
ThermoTrex Less: TCC Adjustments Pro Forma
(In thousands except per share amounts)
<S> <C> <C> <C> <C>
Revenues $21,029 $11,599 $ - $ 9,430
------- ------- ------ -------
Costs and Operating Expenses:
Cost of revenues 15,784 7,730 - 8,054
Selling, general, and administrative expenses 5,292 2,679 - 2,613
Research and development expenses 1,612 948 - 664
Restructuring and unusual costs 286 - - 286
------- ------ ------ -------
22,974 11,357 - 11,617
------- ------ ------ -------
Operating Income (Loss) (1,945) 242 - (2,187)
Interest Income 1,396 34 641 2,003
Interest Expense (2,114) - - (2,114)
------- ------ ------ -------
Income (Loss) from Continuing Operations Before (2,663) 276 641 (2,298)
Income Taxes and Minority Interest
Income Tax Provision (185) (109) (244) (320)
------- ------ ------ -------
Income (Loss) from Continuing Operations $(2,848) $ 167 $ 397 $(2,618)
======= ====== ====== =======
Basic and Diluted Loss per Share from Continuing $ (.13) $ (.12)
Operations ======= =======
Basic and Diluted Weighted Average Shares 22,372 22,372
======= =======
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<PAGE>
FORM 8-K
THERMOTREX CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
As of January 1, 2000
(Unaudited)
Pro Forma
ThermoTrex Less: TCC Adjustments Pro Forma
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 8,502 $ 142 $ 48,700 $ 57,060
Advance to affiliate 24,733 1,119 - 23,614
Available-for-sale investments 65,175 - - 65,175
Accounts receivable, net 14,258 7,674 - 6,584
Unbilled contract costs and fees 13,401 7,884 - 5,517
Inventories 12,198 7,694 - 4,504
Deferred tax asset 4,495 834 - 3,661
Prepaid expenses and other assets 4,860 96 - 4,764
Net assets from discontinued operations 91,987 - - 91,987
-------- ------- -------- --------
239,609 25,443 48,700 262,866
-------- ------- -------- --------
Property, Plant, and Equipment, at Cost, Net 8,172 6,882 - 1,290
-------- ------- -------- --------
Prepaid Income Taxes and Other Assets 16,083 5,246 - 10,837
-------- ------- -------- --------
Cost in Excess of Net Assets of Acquired Companies 21,245 10,005 - 11,240
-------- ------- -------- --------
$285,109 $47,576 $ 48,700 $286,233
======== ======= ======== ========
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<PAGE>
FORM 8-K
THERMOTREX CORPORATION
PRO FORMA CONDENSED BALANCE SHEET (continued)
As of January 1, 2000
(Unaudited)
Pro Forma
ThermoTrex Less: TCC Adjustments Pro Forma
(In thousands)
LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities:
Current maturities of long-term obligations $ 648 $ 648 $ - $ -
Accounts payable 7,329 4,355 - 2,974
Accrued payroll and employee benefits 3,967 1,187 - 2,780
Accrued restructuring costs 17,317 - - 17,317
Payable for acquired company 4,832 - - 4,832
Other accrued expenses 11,798 2,102 5,000 14,696
Due to parent company and affiliated companies 232 - - 232
-------- -------- -------- --------
46,123 8,292 5,000 42,831
-------- -------- -------- --------
Deferred Income Taxes 1,972 154 - 1,818
-------- -------- -------- --------
Deferred Lease Liability 195 - - 195
-------- -------- -------- --------
Long-term Obligations 203,988 - - 203,988
-------- -------- -------- --------
Common Stock Subject to Redemption 40,500 - - 40,500
-------- -------- -------- --------
Shareholders' Investment:
Common stock 233 - - 233
Capital in excess of par value 109,515 - - 109,515
Accumulated deficit (96,570) - 4,570 (92,000)
Treasury stock at cost (20,849) - - (20,849)
Accumulated other comprehensive items 2 - - 2
Parent company investment - 39,130 39,130 -
-------- -------- -------- --------
(7,669) 39,130 43,700 (3,099)
-------- -------- -------- --------
$285,109 $ 47,576 $ 48,700 $286,233
======== ======== ======== ========
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</TABLE>
FORM 8-K
THERMOTREX CORPORATION
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Pro Forma Adjustments to Pro Forma Condensed Statements of Operations
(In thousands, except in text)
<TABLE>
<CAPTION>
Fiscal Year Ended Three Months Ended
October 2, 1999 January 1, 2000
Debit (Credit)
<S> <C> <C>
Interest Income
Interest income earned on $48,700,000 of cash
received for the sale of TCC, net of $5,000,000 of related expenses,
calculated using the 30-day Commercial Paper Composite Rate plus 50 basis
points, or 5.80% in fiscal 1999 and 5.87% in the first three months of
fiscal 2000 $(2,535) $ (641)
------- -------
Income Tax Provision
Increase in the income tax provision as a result of
an increase in interest income calculated at an
effective income tax rate of 38% 963 244
------- -------
Note 2 - Pro Forma Adjustments to Pro Forma Condensed Balance Sheet
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
January 1, 2000
---------------
Debit (Credit)
Cash and Cash Equivalents
Cash received for sale of TCC $ 48,700
--------
Other Accrued Expenses
Estimated accrued transaction costs, including legal
fees, incentive payments, and severance payable
following the sale (5,000)
--------
Shareholders' Investment
Elimination of TCC's equity account and excess of cash (43,700)
received over parent company investment in TCC --------
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</TABLE>
FORM 8-K
THERMOTREX CORPORATION
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits (continued)
(c) Exhibits
2.1 Stock Purchase Agreement dated as of February 11, 2000, between the
Registrant and MCK Communications Statutory Trust (filed as Exhibit
2.2 to the Registrant's Quarterly Report on Form 10-Q filed February
15, 2000, and incorporated herein by reference).
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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, on this 25th day of February 2000.
THERMOTREX CORPORATION
By: /s/ Paul F. Kelleher
Paul F. Kelleher
Chief Accounting Officer
