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: March 20, 1998
TRIGEN ENERGY CORPORATION
Delaware 1-13264 13-3378939
- --------- ---------- -----------
State of Commission File No. IRS Employer ID
Incorporation
One Water Street
White Plains, NY 10601
- -------------------- --------------
Address of Principal Zip Code
Executive Offices
914-286-6600
------------------
Registrant's telephone number
<PAGE>
Item 2. Acquisition of Assets
On January 22, 1998, the registrant, Trigen Energy Corporation (Trigen) acquired
all of the capital stock of Power Sources, Inc. (PSI), a privately held North
Carolina corporation, for a total cash investment of $44,040,000, funded from
the Company's existing credit facility. This amount includes $3,507,000 of
additional consideration resulting from purchase price adjustments and expenses
of the acquisition. Results for PSI will be included with those of Trigen for
periods subsequent to the date of acquisition.
Item 7. Financial Statements and Exhibits
Following are the pro forma consolidated balance sheet at December 31, 1997, the
pro forma consolidated statement of operations for the year ended December 31,
1997 and notes to the pro forma consolidated financial statements. The balance
sheet has been prepared as if the acquisition occurred at December 31, 1997 and
the statement of operations as if the acquisition occurred at the beginning of
the period presented.
The pro forma statements do not purport to represent Trigen's financial position
or results of operations had the acquisition occurred on or at the beginning of
the periods presented or to project Trigen's financial position or results of
operations for any future date or period.
<PAGE>
Pro Forma Consolidated Balance Sheet
December 31,1997
(In thousands)
Pro forma
Adjustments Pro forma
Trigen PSI (a) Consolidated
Current assets:
Cash and cash equivalents $8,967 $ - $ - $ 8,967
Accounts receivable, net 45,681 1,949 47,630
Inventories 7,054 - 422 7,476
Prepaid expenses and
other current assets 7,985 351 8,336
--------------------------------------
Total current assets 69,687 2,300 422 72,409
Non-current cash and cash
equivalents 4,726 - 4,726
Property,plant and equip-
ment,net 388,448 21,984 10,230 420,662
Investment in non-consolidated
partnerships 19,560 - 19,560
Costs in excess of net
assets acquired 3,927 - 11,954 15,881
Intangible assets, net 17,527 - 11,667 29,194
Deferred costs and other
assets, net 22,094 20 22,114
---------------------------------------
Total assets $525,969 $24,304 $34,273 $584,546
---------------------------------------
Current liabilities:
Short-term debt $14,200 $ 229 $ $ 14,429
Current portion of
long-term debt 14,499 - 14,499
Accounts payable 10,053 689 10,742
Accrued income taxes 3,933 (283) 3,650
Accrued fuel 11,545 - 11,545
Accrued expenses and
other current liabilities 17,552 1,266 500 19,318
---------------------------------------
Total current liabilities 71,782 1,901 500 74,183
Long-term debt 256,361 4,700 44,040 305,101
Other liabilities 4,786 709 5,495
Deferred income taxes 31,237 2,720 4,007 37,964
-----------------------------------------
Total liabilities 364,166 10,030 48,547 422,743
Minority interests in
subsidiaries 16,321 - 16,321
Stockholders' equity
Preferred stock - - -
Common stock 121 - 121
Additional paid-in capital 114,157 5,379 (5,379) 114,157
Retained earnings 31,881 8,895 (8,895) 31,881
Cumulative translation
adjustment 296 - 296
Treasury stock ( 973) - (973)
-------------------------------------------
Total shareholders'equity 145,482 14,274 (14,274) 145,482
-------------------------------------------
Total liabilities and
shareholders' equity $525,969 $24,304 $34,273 $584,546
-------------------------------------------
<PAGE>
Pro Forma Consolidated Statement of Operations
Year ended December 31,1997
(In thousands)
Pro forma
Adjustments Pro forma
Trigen PSI (a) Consolidated
--------------------------------------------
Revenues $240,651 $18,967 $ $259,618
Operating expenses
Fuel, consumables, production
and operating costs 161,254 9,675 170,929
Depreciation 16,021 2,733 (397) 18,357
General and administrative 34,633 1,646 1,176 37,455
--------------------------------------------
Total operating expenses 211,908 14,054 779 226,741
--------------------------------------------
Operating income 28,743 4,913 (779) 32,877
Other income/(expense)
Interest expense (18,976) (566) (2,819) (22,361)
Other income, net 2,448 (7) 2,441
Earnings before minority
interests and income taxes 12,215 4,340 (3,598) 12,957
Minority interest in earnings
of subsidiaries (3,699) - (3,699)
-------------------------------------------
Earnings before income taxes 8,516 4,340 (3,598) 9,258
Income taxes 3,491 1,693 (1,253) 3,931
-------------------------------------------
Net earnings $5,025 $2,647 ($2,345) $ 5,327
-------------------------------------------
Basic earnings per common share $ 0.42 $ 0.44
--------- ---------
Diluted earnings per common share $ 0.41 $ 0.44
Average common shares outstanding 12,011 12,011
------- --------
Average common and common equivalent
shares outstanding 12,130 12,130
------- -------
<PAGE>
Notes to Pro Forma Consolidated Financial Statements
(a) The acquisition of PSI has been accounted for under the purchase method
of accounting. The purchase price has been allocated to the assets acquired and
liabilities assumed based on their respective fair values at the date of
acquisition. The excess of the purchase price over the net assets acquired has
been allocated to goodwill. The purchase price and its preliminary allocation
to the assets and liabilities of PSI are as follows (in thousands):
Total purchase price $44,040
-------
Preliminary allocation of purchase price
Inventory $422
Property, plant and equipment 10,230
Purchase price in excess of net
assets acquired 11,954
Non-compete agreement 11,667
Integration reserve (500)
Deferred income taxes (4,007)
Net assets acquired 14,274
--------
Total allocation of
purchase price $44,040
--------
(b)The pro forma adjustments to the pro forma statement of operations are as
follows (in thousands):
Depreciation expense on new basis
for property, plant and equipment $2,336
Reversal of depreciation expense on
old basis for property, plant and
equipment (2,733)
Amortization of non-compete agreement (1) 778
Amortization of purchase price in excess
of net assets acquired (1) 398
Interest expense (2) 2,819
Income tax benefit (3) (1,253)
------
Total pro forma adjustments $2,345
------
(1) The non-compete agreement is being amortized over the 15-year term of the
agreement. The purchase price in excess of net assets acquired is being
amortized over 30 years.
(2) Interest expense reflects borrowing the total purchase price, $44.0
million, under the Company's existing credit facility at an interest rate of
6.4%.
(3) The income tax benefit is based on the U.S. statutory rate of 35% and state
and local income taxes.
<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 hereunto duly authorized.
TRIGEN ENERGY CORPORATION
Date: March 20, 1998 By: /s/Richard E. Kessel
----------------------
Richard E. Kessel,
Executive Vice President
