-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PyB4lvRNMrPTRbW8PqJxnfANyEmjT1XyvAjlHd+TmwSaeGUq+hHb36ulfL/bEd2U 1o9HAikhaXfo2uE5Clfygw== 0000930413-07-008552.txt : 20071109 0000930413-07-008552.hdr.sgml : 20071109 20071109123002 ACCESSION NUMBER: 0000930413-07-008552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMODYNETICS INC CENTRAL INDEX KEY: 0000351902 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 061042505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10707 FILM NUMBER: 071229555 BUSINESS ADDRESS: STREET 1: 651 DAY HILL RD STREET 2: . CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2036832005 MAIL ADDRESS: STREET 1: 651 DAY HILL ROAD STREET 2: . CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: THERMO KINETICS INC DATE OF NAME CHANGE: 19810607 8-K 1 c51132_8k.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) NOVEMBER 8, 2007 -------------------------------- THERMODYNETICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-10707 06-1042505 - -------------------------------------------------------------------------------- [State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation) Identification No.) 651 DAY HILL ROAD, WINDSOR, CONNECTICUT 06095 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 860-683-2005 - -------------------------------------------------------------------------------- (Registrant's telephone number) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 2 - FINANCIAL INFORMATION ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the Company for the three and six months ended September 30, 2007 and forward-looking statements relating to 2007 as presented in a press release of November 8, 2007. SECTION 7 - REGULATION FD. ITEM 7.01. REGULATION FD DISCLOSURE. Certain remarks were made by Robert A. Lerman, President and CEO of Thermodynetics at the annual meeting of stockholders held November 8, 2007 concerning the Company's intention to file suit in London to collect certain dividends issued but not paid by its Turbotec subsidiary. Such remarks are presented in Exhibit 99.1, attached hereto and incorporated by this reference, being a press release of November 8, 2007. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description of Exhibits - ---------- --------------------------------------------------------------------- 99.1 Press Release issued by the Company on November 8, 2007 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. (Registrant) THERMODYNETICS, INC. BY: /S/ ROBERT A. LERMAN ------------------------------------- Robert A. Lerman, President Dated as of: November 8, 2007 EX-99.1 2 c51132_ex99-1.txt EXHIBIT 99.1 Contact: Robert A. Lerman 860-683-2005 NEWS RELEASE OTCBB: TDYT November 8, 2007 WINDSOR, CT - Thursday, November 8, 2007 - Thermodynetics, Inc. (TDYT: OTCBB) THERMODYNETICS REVENUES ATTAINS A RECORD FOR THE 6 MONTHS ENDED SEPTEMBER `07 EARNINGS PER SHARE FROM CONTINUING OPERATIONS INCREASED FROM $.04 TO $.11 The operations of Turbotec Products, the Company's subsidiary, during the first half of the fiscal year (March) generated record revenues of $14.5 million, an increase of 25% above the $11.5 million of fiscal 2007; a 23% gain in the latest three months ended September vs. last year's. The products sold, primarily coaxial coils for heat pumps and tubing for boilers, were not as yet affected by the housing slump caused by the sub-prime mortgage difficulties. However, the swimming pool heater market has been severely depressed as have shipments to this market segment and heat pump manufacturers are reporting the beginnings of a backlog reduction. Part of the improvement in revenues resulted from new pricing strategies and formulae that also ties pricing changes to more closely track fluctuations in raw material prices. This change, along with a concentrated effort to apply lean manufacturing techniques generated a significant improvement in gross profit margins this year. For the six months ended Sep. '07 vs. '06, margins increased to 27% from 21%; for the latest three months, to 27% from 18%. Earnings per share on a continuing operations basis were $.11 vs. $.04 for the six month periods and $.06 vs. $.02 for the three months ended Sep. '07 vs. '06. These numbers do not include the one time gain that was generated by the sale of stock in the Company's subsidiary on the AIM market of the London Stock Exchange in May 2006. Some industry observers expect that the housing market will be weak for as little as six months to as long as three years. It therefore would be natural to expect that there will be a slowdown in orders as existing inventories are worked down. Further, the third quarter ending December is normally weak for Turbotec due to seasonality and customer year end inventory issues; thus the sales pace of the first half is not expected to be maintained in the second half. As the timing of a resurgent housing market is unknown, it is difficult to forecast future levels of revenues. In October, Thermodynetics was named as one of the 2007 Deloitte Fast 50 companies in Connecticut, a listing based on the companies achieving the highest percentage growth in revenues in the five years between 2002 and 2006. TDYT was a Fast 50 company in the 2006 listing as well. At the annual meeting of shareholders held Nov. 8, the shareholders overwhelmingly reelected directors Robert A. Lerman, John F. Ferraro, Fred H. Samuelson and John J. Hughes; at the directors' meeting Mr. Lerman was elected President and CEO, Mr. Ferraro was elected Secretary and CFO. Mr. Lerman informed the shareholders that due to an on-going controversy since June with the Turbotec board of directors that could not be resolved through negotiations, Thermodynetics had not been paid the dividend that was due and determined that it would be filing suit in London against Turbotec to collect the sums due. He expressed deep regret that Thermodynetics is forced to resort to the use of the courts. Thermodynetics has aggressively begun a new program to seek an acquisition; we are hopeful that a suitable candidate will be identified soon. A list of the Company's criteria is available from Mr. Lerman who can be reached at rlerman@thermodynetics.com.
Figures in $000's, Except for Per Share Data Three and Six Months Ended September 30, Six Months Three Months 2007 2006 2007 2006 ---- ---- ---- ---- Net Sales $14,458 $11,545 $7,207 $5,865 Operating Income 1,100 666 492 271 Income from Continuing Operations Before Income Taxes 682 3,045 296 152 Provision for Income Taxes 237 215 70 73 Income from Continuing Operations 445 2,830 226 79 Income (Loss) from Discontinued Operations, Net of Tax -0- (9) -0- -0- Net Income (Loss) 445 2,821 226 79 Weighted Shares Outstanding- Basic and Diluted 4,046,361 4,021,201 4,046,361 4,027,361 Earnings (Loss) Per Share- Basic and diluted From Continuing Operations Before One time Gain on Sale of Stock $.11 $.04 $.06 $.02 From On Time Gain on Sale of Stock -0- .66 -0- -0- ------- ------- ------ ------ >From Continuing Operations $.11 $.70 $.06 $.02 From Discontinued Operations -0- -0- -0- -0- ------- ------- ------ ------ Total Earnings (Loss) Per Share $.11 $.70 $.06 $.02
ABOUT THERMODYNETICS Through its Turbotec Products, Plc subsidiary, Thermodynetics manufactures high performance, high quality heat exchangers, fabricated metal components and flexible connector products for heat transfer and transportation applications. The Company serves customers in the space conditioning, refrigeration, automotive, biomedical, plumbing, appliance, water heating and aerospace industries. Turbotec is quoted on the AIM market in London under the symbol TRBO. Thermodynetics also owns a nominal interest in a private Belgium company that is engaged in the nutraceutical industry and provides natural, bioactive chemical compounds that have health promoting, disease preventing or medicinal properties. A small investment was also made in a US company that offers a specialized approach to the RFID (radio frequency identification) industry, with an orientation to medical facilities. Thermodynetics continues to seek acquisition candidates. FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements regarding the Company, its business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company's actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: the Company's ability to successfully and timely develop and finance new projects, the impact of competition on the Company's revenues, and changes in unit prices, supply and demand for the Company's tubing product lines in the markets served, especially in applications serving the commercial, industrial and residential construction industries. When used, words such as "believes," "anticipates," "expects," "continue," "may," "plan," "predict," "should," "will," "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report, news releases, and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business. -----END PRIVACY-ENHANCED MESSAGE-----