SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 30, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-11406
THERMO FIBERTEK INC.
(Exact name of Registrant as specified in its charter)
Delaware 52-1762325
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
245 Winter Street
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the filing requirements for
at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 26, 2001, was approximately $17,929,000.
As of January 26, 2001, the Registrant had 61,386,544 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 30, 2000, are incorporated by reference into Parts I and II, and
portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 15, 2001, are incorporated by reference into
Part III. Copies of these documents can be obtained at no cost by calling the
Company's Investor Relations Department at (781) 622-1111.
PART I
Item 1. Business
(a) General Development of Business
Thermo Fibertek Inc. (the Company or the Registrant), operates in two
segments: (1) Pulp and Papermaking Equipment and Systems and (2) Water- and
Fiber-recovery Services and Products.
Through its Pulp and Papermaking Equipment and Systems segment, the
Company designs and manufactures stock-preparation systems and equipment, paper
machine accessories, and water-management systems for the paper and paper
recycling industries. The Company's principal products include custom-engineered
systems and equipment for the preparation of wastepaper for conversion into
recycled paper; accessory equipment and related consumables important to the
efficient operation of papermaking machines; and water-management systems
essential for the continuous cleaning of papermaking machine fabrics, and the
draining, purifying, and recycling of process water for paper sheet and web
formation. The Company is a leading equipment manufacturer for the worldwide
papermaking and paper recycling industries with its products and systems found
in over 90 percent of the world's pulp and paper mills. In 2000, the Company
acquired the assets of Gauld Equipment Manufacturing Company, Inc., a
manufacturer of stock-preparation equipment, and Cyclotech AB-Stockholm, a
Swedish manufacturer of stock-preparation equipment.
The Company's Thermo Fibergen Inc. subsidiary comprises the Water- and
Fiber-recovery Services and Products segment. Through its NEXT Fiber Products
Inc. subsidiary, Thermo Fibergen develops, produces, and markets fiber-based
composites primarily for the building industry, used for applications such as
soundwalls, decking, privacy fencing, and siding. In addition, Thermo Fibergen
is also developing a composite roof tile product that is lighter and has higher
impact strength than traditional materials such as clay and slate tiles. Because
Thermo Fibergen's composite building products are resistant to moisture,
they do not possess many of the functional and practical disadvantages common to
pressure-treated wood products such as splitting, splintering, warping, rotting,
and insect infestation. In addition, Thermo Fibergen's products do not have the
costs associated with the required annual maintenance of traditional
pressure-treated wood products. In January 2001, Thermo Fibergen purchased the
remaining 49% equity interest in NEXT Fiber Products from the minority
investors. Thermo Fibergen constructed a composites manufacturing facility in
Green Bay, Wisconsin, and began limited production at such facility in 2000.
Thermo Fibergen is currently working to expand the capacity of the facility, and
expects to have the capacity to support up to $20 million in annual revenues by
mid-2001. In addition, Thermo Fibergen, through its GranTek subsidiary, employs
patented technology to produce biodegradable absorbing granules from papermaking
byproducts. These granules are used as agricultural carriers, oil and grease
absorbents, and cat box fillers. Prior to September 2000, this segment also
owned and operated a plant that provided fiber-recovery and water-clarification
services to a host mill on a long-term contract basis. The plant, which the
Company began operating in July 1998, cleans and recycles water and long fiber
for reuse in the papermaking process. Thermo Fibergen sold this plant to the
host mill in September 2000, although it intends to continue operating in this
line of business and is pursuing other fiber-recovery projects.
In February 1999, the Company sold its Thermo Wisconsin Inc. subsidiary,
which represented its Dryers and Pollution-control Equipment segment, for $13.6
million in cash.
The Company's predecessors have been in operation for more than 100 years,
and the Company has a large, stable customer base that includes most paper
manufacturers worldwide. The Company seeks to expand its business through the
introduction of new products and technologies to these customers. The Company
currently manufactures its products in several countries in Europe and North
America, and licenses certain products for manufacture in South America and the
Pacific Rim.
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In September 1996, the Company's Thermo Fibergen subsidiary sold 4,715,000
units, each unit consisting of one share of Thermo Fibergen common stock and one
redemption right, in an initial public offering at $12.75 per unit for net
proceeds of $55.8 million. The common stock and redemption rights subsequently
began trading separately. During the month of September 2000, the initial
redemption period, holders of Thermo Fibergen's common stock and common stock
redemption rights surrendered 2,713,951 shares of Thermo Fibergen's common stock
at a redemption price of $12.75 per share, for a total of $34,603,000. Thermo
Fibergen used available working capital to fund the payment and retired these
shares immediately following the redemption. Holders of a redemption right have
the option to require Thermo Fibergen to redeem one share of Thermo Fibergen's
common stock at $12.75 per share in September 2001, the second and final
redemption period. A redemption right may only be exercised if the holder owns a
share of Thermo Fibergen's common stock at that time. As of December 30, 2000,
there were 2,001,049 redemption rights outstanding and 1,075,749 shares of
Thermo Fibergen's common stock held by persons other than Thermo Electron or
Thermo Fibertek. In addition, Thermo Electron, Thermo Fibergen, and/or the
Company may acquire additional shares of Thermo Fibergen's common stock in
the open market, and there can be no assurance that Thermo Fibergen will issue
additional shares of its common stock through the exercise of employee stock
options or other transactions. To the extent that the number of redemption
rights exceeds the number of shares of common stock held by persons other than
Thermo Electron or the Company, the maximum redemption value that Thermo
Fibergen would be required to pay is an amount equal to the redemption price of
$12.75 per share times the total number of shares of Thermo Fibergen's
common stock outstanding held by persons other than Thermo Electron or the
Company at the time of redemption. The redemption rights are guaranteed, on a
subordinated basis, by Thermo Electron. The Company has agreed to
reimburse Thermo Electron in the event Thermo Electron is required to make a
payment under the guarantee. In addition, the Company has agreed to lend Thermo
Fibergen up to $5 million on commercially reasonable terms for the September
2001 redemption and for working capital needs.
As of December 30, 2000, the Company owned 10,413,350 shares of Thermo
Fibergen's common stock, representing 91% of such outstanding common stock, and
Thermo Electron owned 9,550 shares of Thermo Fibergen's common stock,
representing 0.1% of such outstanding common stock.
The Company is a majority-owned subsidiary of Thermo Electron. As of
December 30, 2000, Thermo Electron owned 55,627,480 shares of the Company's
common stock, representing 91% of such outstanding common stock. On January 31,
2000, Thermo Electron announced that, as part of a major reorganization plan, it
plans to spin off its equity interest in the Company as a dividend to Thermo
Electron shareholders. In February 2001, Thermo Electron received a favorable
ruling from the Internal Revenue Service regarding the spin off. The IRS
required that the spin off be completed within one year of the ruling, and,
subject to certain conditions, that the Company raise additional equity capital
in a public offering within one year of the spin off. The Company plans to issue
equity in the range of 10 to 20 percent of its outstanding shares to support its
current business plan, which includes the repayment of debt, acquisitions,
strategic partnerships, and investment in additional capacity for its composites
business. Thermo Electron has announced that it expects to distribute the Thermo
Fibertek dividend in the second half of 2001. The spin off of the Company will
require final Thermo Electron Board of Director actions and other customary
conditions. Following the spin off, Thermo Electron will continue to guarantee
in each case, on a subordinated basis, the Company's $153,000,000 principal
amount of 4 1/2% subordinated convertible debentures due 2004 and Thermo
Fibergen's remaining obligation under its redemption rights.
Thermo Electron is a global leader in providing technology-based
instruments, components, and systems that offer total solutions for markets
ranging from life sciences to telecommunications to food, drug, and beverage
production. Thermo Electron's powerful technologies help researchers sift
through data to make discoveries that will fight disease or prolong life. They
allow manufacturers to fabricate ever-smaller components required to increase
the speed and quality of communications. And they automatically monitor and
control online production to ensure that critical quality standards are met
safely and efficiently.
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Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report on Form
10-K. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"seeks," "estimates," and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company to differ materially from those indicated by
such forward-looking statements, including those detailed under the heading
"Forward-looking Statements" in the Registrant's 2000* Annual Report to
Shareholders, which statements are incorporated herein by reference.
(b) Financial Information About Segments
Financial information concerning the Company's segments is summarized in
Note 13 to Consolidated Financial Statements in the Registrant's 2000 Annual
Report to Shareholders, which information is incorporated herein by reference.
(c) Description of Business
The Company organizes and manages its business by individual functional
operating entity. The Company operates in two segments: (1) Pulp and Papermaking
Equipment and Systems and (2) Water- and Fiber-recovery Services and Products.
In classifying operational entities into a particular segment, the Company
aggregated businesses with similar economic characteristics, products and
services, production processes, customers, and methods of distribution.
Pulp and Papermaking Equipment and Systems
The paper industry is comprised of over 8,000 papermaking machines
worldwide that generate approximately 300 million tons of paper and paperboard
products per year. The United States pulp and paper industry generates over $136
billion in annual revenue. Historically, the volume of paper production has
tended to grow at approximately the same rate as the general economy.
The paper industry is characterized by high asset intensity and a highly
fragmented market with no one company having more than 10 percent of the world
market, although a supplier may have higher market share in a particular paper
grade such as tissue or printing and writing paper. With the notable exception
of branded products such as tissue, most paper products are commodities that
compete globally. As a result, the paper industry is highly cyclical with
periods of high capacity additions followed by over supply and resulting lower
product prices and vice versa.
The paper industry has been in a relatively severe down cycle since 1996
with falling pulp and paper prices and decreased capital spending. As a
consequence, the industry has gone through a major consolidation accompanied by
the closure of many outdated mills and delayed capital spending in many
instances. In addition, the paper industry has become more sophisticated in
managing its capital expenditures, including implementing highly disciplined
return on investment criteria. Some paper manufacturers have unilaterally
decided to reduce production in an effort to balance supply with demand and
thereby maintain prices.
Areas in which the need for papermaking capacity is expected to grow the
most include developing nations with temperate climates, such as South America
and Southeast Asia. These areas have advantages in fiber cost, as trees such as
Eucalyptus can grow up to seven times faster than hardwood trees in colder
climates. In addition, demand for
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* References to 2000, 1999, and 1998 herein are for the fiscal years ended
December 30, 2000, January 1, 2000, and January 2, 1999, respectively.
4
paper products in these regions is expected to grow as their economies develop.
For example, the per capita paper usage in China is 62 pounds per year or only
half the average global per capita amount. In the United States the per capita
consumption is 764 pounds per year. An additional source of demand for paper
products in these regions is their growing export business. Goods produced in
China and other Southeast Asian countries require boxes for shipments. Since
China has a limited timber supply, much of this capacity will be recycled fiber.
Water- and Fiber-recovery Services and Products
The market for soundwall and privacy fencing products in North America is
approximately $2 billion. The market for decking products in North America is
approximately $2.5 billion and is growing at 8 percent per year. The market for
roofing tiles in North America is approximately $4 billion. Composite building
products were introduced into the decking market within the last 10 years and
currently only represent approximately 5 percent of that market. The Company
estimates that composite lumber products currently represent less than 1 percent
of the total soundwall, privacy fencing, and roofing markets. The Company
believes that the market for composite building products will grow as customer
awareness of the advantages of these products increases their acceptance as an
alternative to traditional wood products.
The residential segment of the composites market includes construction of
decks and fences for new and existing homes. The growth in demand for
residential fencing and decking reflects the increasing cost of new homes and
the increasing density of homes in urban and suburban areas. Most of the deck
and fence construction is for existing homes. Homeowners find that adding a deck
or fence to their existing homes is an affordable way to increase the living and
recreational space of their homes while increasing their value. When interest
rates are high or there is economic uncertainty, many homeowners choose to
improve their existing homes by installing privacy fences or decks rather than
purchasing a new home. Because sales of privacy fences and decks are not reliant
on new home construction, the fencing and decking industry is less cyclical than
the home construction and other building materials industries.
The Company's absorbing cellulose-based granules are used in agricultural
carriers, oil and grease absorbents, and cat box fillers. The Company's most
significant application for these granules is the non-clay base agricultural
carriers, which are used in applications such as row crops and home, lawn and
garden. Agricultural carriers are the "inactive" ingredient that is used to
distribute pesticides and other material in an even and uniform manner. Most
agricultural carriers are clay based. Clay based products have the disadvantages
of being dusty and having a lack of uniform absorption and particle
distribution. Other non-clay based carriers include corncob granules, which are
traditionally used in home, lawn and professional turf applications.
(i) Principal Products and Services
Pulp and Papermaking Equipment and Systems
The Company's papermaking equipment business is comprised of the following
product lines: stock preparation systems for the manufacture of recycled paper,
accessory systems for continuous cleaning of rolls used in papermaking machines,
and water-management systems for continuous cleaning of papermaking machine
fabrics as well as formation and drainage systems critical to sheet formation.
Stock-preparation Systems and Equipment
The Company develops, designs, and manufactures custom-engineered systems
and equipment that remove debris, impurities, and ink from wastepaper, and
processes it into a fiber mix used to produce either white or brown grades of
recycled paper. The Company offers products relating to key aspects of the
recycling process. Some of the systems and equipment include:
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Pulping and Trash Removal Systems, including specialized high- and
low-consistency pulpers that blend wastepaper with water and certain chemicals
to form pulp with minimal contaminant breakdown, thus increasing the efficiency
of debris removal; and trash removal systems that remove larger debris and
impurities by screening them from the pulp mixture.
Screening Systems, including course screens to remove metals and sand from
the pulp mixture, as well as fine screens to remove microscopic particles such
as glue and plastic.
Cleaning Systems, including forward cleaners to remove from the pulp
mixture heavyweight contaminants such as metal and sand, and reverse cleaners
for the removal of lightweight contaminants such as glue and plastic.
De-inking Systems, that inject small air bubbles into the bottom of the
pulp mixture. The ink bonds to the air bubbles and rises to the surface, where
the inky film is removed.
Washing Systems, including washing systems that remove ink and ash from
the pulp mixture by injecting water counter current to the flow and drawing
contaminates out with the water.
Thickeners, which remove water from the pulp mixture, thereby increasing
the consistency of the mixture up to 40%. Thicker pulp mixtures are necessary to
break up ink particles in dispersers.
Dispersers, including mechanical dispersers that break down ink particles
that were not removed in the de-inking system into microscopic particles or
combine them to form larger particles that can be removed in subsequent
processing.
In addition, the Company designs, develops, and manufactures products for
the virgin pulping process, including:
Chemi-Washer(R), a horizontal counter-current belt washer, which consumes
less energy than other commercial washing systems and significantly decreases
the amount of water used and effluent produced.
Evaporators, Recausticizing, and Condensate-treatment systems, which are
used during pulping to concentrate and recycle process chemicals and to remove
condensate gases.
Bleaching Systems, including oxygen-bleaching systems that increase the
brightness of the pulp without using chlorine bleach or moving parts.
Revenues from the Company's stock-preparation equipment and systems
product line were $113.0 million, $98.9 million, and $107.5 million in 2000,
1999, and 1998, respectively.
Accessories
The Company designs, develops, and manufactures a wide range of
accessories that continuously clean the rolls of a papermaking machine, remove
the paper sheet or web from the roll, automatically cut the web during sheet
breaks, and remove curl from the sheet. These functions are critical for paper
manufacturers because they serve to reduce machine breakdowns and downtime,
extend the life of consumable fabrics, and improve paper quality. Accessories
include:
Doctors and Related Equipment, which shed the sheet from the roll during
sheet breaks and startups and keep rolls clean by removing stock accumulations,
water rings, fuzz, pitch, and filler buildup.
Profiling Systems, which help ensure a uniform gloss on the web and
control moisture and curl within the sheet.
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Revenues from the Company's accessories product line were $70.3 million,
$74.8 million, and $77.8 million in 2000, 1999, and 1998, respectively.
Water-management Systems
The Company designs, develops, and manufactures water-management systems
used to drain water from the pulp mixture, form the sheet or web, and filter the
process water for reuse. These water-management systems include:
Formation Tables, which consist of free-draining elements and
vacuum-augmented elements to control the amount of water removed from the pulp
mixture to form the sheet or web.
Showers and Felt-conditioning Systems, that are used to clean and
condition the fabrics and felts, which in turn are used to transport the sheet
or web through various stages of the papermaking machine.
Water-filtration Systems, which consist of pressure, gravity, and
vacuum-assisted filters and strainers used to remove contaminants from the
process water before reuse and to recover reusable fiber for recycling back into
the pulp mixture.
Revenues from the Company's water-management product line were $42.4
million, $42.6 million, and $36.9 million in 2000, 1999, and 1998, respectively.
Water- and Fiber-recovery Services and Products
Thermo Fibergen, through its NEXT Fiber Products Inc. subsidiary,
develops, produces, and markets fiber-based composites primarily for the
building industry. These engineered composite building products are made from
papermaking byproducts, reclaimed plastic, and other material. As an alternative
to traditional wood products such as pressure treated lumber, cedar, and
hardwoods, composite building products have numerous applications such as
soundwalls, decking, privacy fencing, and siding. Thermo Fibergen is also
developing a composite roof tile product that is lighter and has higher impact
strength than traditional materials such as clay tiles and slate. Thermo
Fibergen constructed a composites manufacturing facility in Green Bay,
Wisconsin, and began limited production at such facility in 2000. Thermo
Fibergen is currently working to expand the capacity of the facility, and
expects to have the capacity to support up to $20 million in annual revenues by
mid-2001.
The Company's composite building products business is comprised of the
following product lines:
Soundwall Fences, including upright posts, top and bottom rails, and
tongue and groove boards that slide into the rails and posts for easy
installation and feature an attractive brushed appearance. The Company has
completed internal testing and determined that the soundwall products meet the
necessary sound dampening standards.
Privacy Fences, including the same elements as the soundwall system and
featuring an attractive brushed appearance that is maintenance-free.
Decking, including deck boards as well as railings, which offers a more
attractive alternative to the homeowner than comparable products that do not
offer railings.
In addition, the Company is in the process of developing:
Roof Tiles, which are made to resemble traditional clay, cedar, and slate
tiles. Traditional clay and slate tiles are heavy, brittle, and susceptible to
breakage. The Company's composite tile products are lighter, have higher impact
strength, are less susceptible to breakage than traditional clay and slate
tiles, and provide significant savings in labor and other costs. In internal
testing, the Company's composite roof tile products achieved the highest fire
rating.
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The Company has manufactured prototypes of double Roman roof tiles similar in
appearance to those found on homes in Europe and the southern United States and
has successfully tested them in Europe.
Thermo Fibergen, through its GranTek subsidiary, also employs patented
technology to produce biodegradable absorbing granules from papermaking
byproducts. These granules are used as agricultural carriers, oil and grease
absorbents, and cat box fillers. The agricultural carriers are used to deliver
agricultural chemicals for professional turf, home lawn and garden, agricultural
row-crop, and mosquito-control applications. In addition, GranTek's granules are
used in certain of the Company's composite building materials products.
In addition, prior to September 2000, the Company, through its Thermo
Fibergen subsidiary, owned and operated a plant that provided fiber-recovery and
water-clarification services to a host mill on a long-term contract basis. The
plant, which the Company began operating in July 1998, cleaned and recycled
water and long fiber for reuse in the papermaking process. Thermo Fibergen sold
this plant to the host mill in September 2000, although it intends to continue
operating in this line of business and is pursuing other fiber-recovery
projects.
(ii) and (xi) New Products; Research and Development
The Company believes that it has a reputation as a technological innovator
in the market niches it serves, and that rapid technological obsolescence is not
characteristic of its business. The Company maintains active programs for
product development using both new and existing technologies, and has technology
and centers in Europe and the U.S. that are dedicated to specific research
projects and markets.
For recycling equipment, the Company maintains a stock-preparation pilot
laboratory adjacent to the manufacturing facility at its E. & M. Lamort, S.A.
(Lamort) subsidiary and one at Thermo Black Clawson's Middletown, Ohio,
facility, both of which contain all equipment necessary to replicate a
commercial stock-preparation system. At such pilot laboratories, a customer's
wastepaper can be tested to determine the recommended system configuration for
its future facility. The pilot laboratories are also used to evaluate prototype
equipment, enabling research teams to quickly and thoroughly evaluate new
designs. In addition, the Company works closely with its customers in the
development of products, typically field testing new products on the customers'
papermaking machines.
For accessories and water-management products, the Company conducts
dedicated research and development efforts at two separate facilities in the
U.S.
Thermo Fibergen continues research and development efforts to develop
high-value products using materials recovered from papermaking byproducts,
including controlled-release granules for crop-protection chemicals, as well as
new, cellulose-fiber-based composite products for the building industry, used
for applications such as soundwalls, decking, privacy fencing, and siding. In
addition, Thermo Fibergen is also developing a composite roof tile product that
is lighter and has higher impact strength than traditional materials such as
clay and slate tiles. Thermo Fibergen has a research and development facility in
Bedford, Massachusetts, which is focused on developing new composite
formulations.
Thermo Fibergen's GranTek subsidiary operates a manufacturing plant in
Green Bay, Wisconsin, at which it processes papermaking byproducts provided by a
nearby paper mill into cellulose-based granules. A pilot plant is located within
GranTek's main manufacturing plant. This pilot plant processes up to 24 tons of
material per day, and is used to develop many of the innovations implemented at
GranTek's main plant. Thermo Fibergen believes that this pilot plant will
provide the ability to process materials from other paper mills under operating
conditions and in quantities sufficient to determine final product and operating
characteristics and costs, as well as to develop new products.
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The Company seeks to develop a broad range of equipment for all facets of
the markets it serves. Over the next several years, the Company expects to focus
its research and development efforts on the development of fiber-based
composites products and the advancement of paper recycling equipment.
Research and development expenses for the Company were $7.7 million, $7.3
million, and $7.0 million in 2000, 1999, and 1998, respectively.
(iii) Raw Materials
Raw materials, components, and supplies for all of the Company's
significant products are available either from a number of different suppliers
or from alternative sources that could be developed without a material adverse
effect on the Company's business. To date, the Company has experienced no
difficulties in obtaining these materials.
(iv) Patents, Licenses, and Trademarks
The Company protects its intellectual property rights by applying for and
obtaining patents when appropriate. The Company also relies on technical
know-how, trade secrets, and trademarks to maintain its competitive position.
The Company has numerous U.S. and foreign patents expiring on various dates
ranging from 2001 to 2018.
Third parties have certain rights in two of the Company's patents that
were jointly developed with such parties. The Company currently holds an
exclusive long-term, worldwide license for a patent on technology that Centre
Technique du Papier (CTP) developed. The Company and CTP have joint ownership of
a second patent on technology that was jointly developed.
The Company maintains a worldwide network of licensees and cross-licensees
of products with other companies servicing the pulp, papermaking, converting,
and paper recycling industries. The Company holds an exclusive worldwide license
for certain de-inking cells under an agreement that extends until 2007. The
Company also has license arrangements with several companies with regard to
accessory equipment.
Thermo Fibergen has granted another company nonexclusive licenses under
two of its patents to sell cellulose-based granules produced at an existing site
for sale in the oil and grease absorption and cat box filler markets. In
addition, Thermo Fibergen currently holds several U.S. patents, expiring at
various dates ranging from 2004 to 2016, relating to various aspects of the
processing of cellulose-based granular materials and the use of such materials
in the agricultural, professional turf, home lawn and garden, general
absorption, oil and grease absorption, and cat box filler markets. Thermo
Fibergen also has foreign counterparts to such U.S. patents in Canada and in
various European countries, and has additional patents pending in Canada and
certain European countries.
Thermo Fibergen has filed several U.S. patent applications for various
products and processes relating to papermaking byproducts and composite
materials and expects to file additional patent applications in the future. In
addition, Thermo Fibertek holds two U.S. patents relating to its "scalping"
technology, which is an important component of Thermo Fibergen's fiber-recovery
system, that expire in 2011 and 2014.
(v) Seasonal Influences
Pulp and Papermaking Equipment and Systems
There are no material seasonal influences on the segment's sales of
products and services.
Water- and Fiber-recovery Services and Products
There are no material seasonal influences on the segment's sales of
products and services.
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(vi) Working Capital Requirements
There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect on the Company's working
capital.
(vii) Dependency on a Single Customer
No single customer accounted for more than 10% of the Company's revenues
in any of the past three years.
(viii) Backlog
The Company's backlog of firm orders for the Pulp and Papermaking
Equipment and Systems segment was $56.9 and $55.9 million at year-end 2000 and
1999, respectively. The backlog of firm orders for the Water- and Fiber-recovery
Products and Services segment was $0.4 and $0.8 million at year-end 2000 and
1999, respectively. The Company anticipates that substantially all of the
backlog at December 30, 2000, will be shipped or completed during the next
twelve months. Certain of these orders may be canceled by the customer upon
payment of a cancellation fee.
(ix) Government Contracts
Not applicable.
(x) Competition
The Company faces significant competition in each of its principal
markets. The Company competes principally on the basis of quality, price,
service, technical expertise, and product innovation. The Company believes that
the reputation it and its predecessors have established over more than 100 years
for quality products and in-depth process knowledge provides it with a
competitive advantage. In addition, a significant portion of the Company's
business is generated from its existing customer base. To maintain this base,
the Company has emphasized service and a problem-solving relationship with its
customers.
Pulp and Papermaking Equipment and Systems
The Company is a leading supplier of stock-preparation equipment for the
preparation of wastepaper to be used in the production of recycled paper. There
are several major competitors that supply various pieces of equipment for this
process. The Company's principal competitors in this market on a worldwide basis
are Voith Sulzer Papiertechnik, Groupe Laperriere & Verrault Inc., Ahlstrom
Machine Company, Kvaerner Pulping Technologies, Metso Corporation, and
Maschinenfabrik Andritz AG. The Company competes in this market primarily on the
basis of technical expertise, product innovation, and price. Other competitors
specialize in segments within the white- and brown-paper markets.
The Company is a leading supplier of specialty accessory equipment for
papermaking machines. The Company's principal competitors in this market on a
worldwide basis are ESCO Technologies Inc. and Metso Corporation. Because of the
high capital costs of papermaking machines and the role of the Company's
accessories in maintaining the efficiency of these machines, the Company
generally competes in this market on the basis of service, technical expertise,
performance, and price.
The Company is a leading supplier of water-management systems. Various
competitors exist in the formation, conditioning and cleaning systems, and
filtration systems markets. Asten/Johnson Foils is a major supplier of formation
tables, while a variety of smaller companies compete within the cleaning and
conditioning, and filtration markets. In each of these markets, the Company
generally competes on the basis of process knowledge, application experience,
product quality, service, and price.
10
Water- and Fiber-recovery Services and Products
The Company expects to encounter intense competition in the sale of its
fiber-based composite products. The Company expects that its principal
competitors for its composite materials will be producers of traditional
products such as pressure treated lumber, and clay and slate tiles. Many of the
suppliers of traditional products have established ties in the building and
construction industry. In addition, the Company expects to compete with other
manufacturers of composite products. The dominant provider of composite decking
products is Trex Company, Inc. In addition to Trex, there are several other
manufacturers of composite products and many suppliers of traditional products
that have announced plans to develop composite products. The Company expects to
compete on the basis of product quality and price. No assurance can be given
that the Company's competitors' technologies will not be superior to those of
the Company. Many of these competitors may have substantially greater financial,
marketing, and other resources than those of the Company. As a result, they may
be able to adapt more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the promotion and sale
of their services and products than the Company. There can be no assurance that
the Company will be able to compete effectively with its competitors.
The Company believes that it is currently the only producer of paper-based
agricultural carriers. In this market, the Company's principal competitors in
the U.S. are producers of clay-based agricultural carriers for row crops and
professional turf protection, including Oil-Dri Corporation of America,
Floridin/Engelhard, Aimcor, and American Colloid, and producers of corncob-based
granules traditionally used in the home lawn and garden and professional turf
markets, including The Andersons, Mt. Pulaski, Green Products, Independence Cob,
and Junior Weisner. The Company's principal competitive advantages are that its
agricultural carrier product is virtually dust-free and is more uniform in
absorption and particle-size distribution than are clay- and corncob-based
granular carriers. In addition, it is also chemically neutral, requiring little
or no chemical deactivation.
As the Company attempts to develop new markets for the components of the
papermaking byproducts it processes, the Company will encounter competition from
established companies within those markets. Some of these competitors may have
substantially greater financial, marketing, and other resources than those of
the Company, and the Company expects that such competition may be intense. The
Company believes that in the absorbing-products industry price is a significant
competitive factor and therefore, expects that the demand for the Company's
products in such markets will be significantly influenced by the Company's
prices for such products.
(xii) Environmental Protection Regulations
The Company believes that compliance by the Company with federal, state,
and local environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
(xiii) Number of Employees
As of December 30, 2000, the Company employed approximately 1,262 people.
Approximately 25 employees at the Company's Pointe Claire, Quebec, Canada,
operation are represented by a labor union under a collective bargaining
agreement expiring August 31, 2002. Approximately 34 employees at the Company's
Guadalajara, Mexico, operation are represented by a labor union under an annual
collective bargaining agreement. In addition, employees of the Company's
subsidiaries in France and England are represented by trade unions. The Company
considers its relations with employees and unions to be good.
(d) Financial Information About Geographic Areas
Financial information about exports by domestic operations and about
foreign operations is summarized in Note 13 to Consolidated Financial Statements
in the Registrant's 2000 Annual Report to Shareholders, which information is
incorporated herein by reference.
11
(e) Executive Officers of the Registrant
Name Age Present Title (Fiscal Year First Became Executive Officer)
-------------------------------------------------------------------------------------
William A. Rainville 59 President and Chief Executive Officer (1991)
Thomas M. O'Brien 49 Executive Vice President, Finance (1994)
Jonathan W. Painter 42 Executive Vice President, Operations (1997)
Jan-Eric Bergstedt 65 Vice President; President, AES Engineered Systems (1996)
Edward J. Sindoni 56 Vice President; President, Thermo Web Systems, Inc. (1994)
Theo Melas-Kyriazi 41 Chief Financial Officer (1998)
Each executive officer serves until his successor is chosen or appointed
by the Board of Directors and qualified or until earlier resignation, death, or
removal. Mr. Rainville has held comparable positions for at least five years
with the Company or with its parent company, Thermo Electron. Mr. Painter has
been Executive Vice President, Operations of the Company since 1997, was
Treasurer of Thermo Electron from 1994 to 1997, was Vice President, Strategic
Planning of the Company from 1993 to 1994, and became an Executive Officer of
the Company in 1997. Mr. Bergstedt has been a Vice President of the Company and
President of the Company's AES Engineered Systems subsidiary since November
1993, and was designated an Executive Officer in 1996. Mr. O'Brien has been
Executive Vice President, Finance of the Company since September 1998, was Vice
President, Finance of the Company from November 1991 until September 1998, and
was designated an Executive Officer in 1994. Mr. Sindoni has been Vice President
of the Company since November 1991, President of the Company's Thermo Web
Systems, Inc. subsidiary since January 1993, was Senior Vice President of Thermo
Web Systems Inc. from 1987 to January 1993, and was designated an Executive
Officer in 1994. Mr. Melas-Kyriazi was appointed Chief Financial Officer of the
Company and Thermo Electron on January 1, 1999. He joined Thermo Electron in
1986 as Assistant Treasurer, and became Treasurer in 1988. He was named
President and Chief Executive Officer of ThermoSpectra Corporation, then a
public subsidiary of Thermo Instrument Systems Inc., also a former public
subsidiary of Thermo Electron, in 1994, a position he held until becoming Vice
President of Corporate Strategy for Thermo Electron in 1998. Mr. Melas-Kyriazi
remains a Vice President of Thermo Electron. Mr. Melas-Kyriazi is a full-time
employee of Thermo Electron, but devotes such time to the affairs of the Company
as the Company's needs reasonably require.
Item 2. Properties
The Company believes that its facilities are in good condition and are
suitable and adequate for its present operations and that, with respect to
leases expiring in the near future, suitable space is readily available if any
leases are not extended. The location and general character of the Company's
principal properties by segment as of December 30, 2000, are as follows:
Pulp and Papermaking Equipment and Systems
The Company owns approximately 1,000,000 square feet and leases
approximately 100,000 square feet, under leases expiring at various dates
ranging from 2001 to 2008, of manufacturing, engineering, and office space. The
Company's principal engineering and manufacturing space is located in
Vitry-le-Francois, France; Auburn, Massachusetts; Rayville, Louisiana;
Queensbury, New York; Middletown, Ohio; Guadalajara, Mexico; Pointe Claire,
Quebec, Canada; Bury, England; and Hindas, Sweden.
Water- and Fiber-recovery Services and Products
The Company owns approximately 26,000 square feet and leases approximately
94,000 square feet, under leases expiring at various dates ranging through 2004,
of manufacturing, engineering, and office space located principally in Green
Bay, Wisconsin; Columbus, Indiana; and Bedford, Massachusetts.
12
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information concerning the market and market price for the Registrant's
Common Stock, $.01 par value, and dividend policy is included under the sections
labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's 2000 Annual Report to Shareholders and is incorporated herein by
reference.
Item 6. Selected Financial Data
The information required under this item is included under the sections
labeled "Selected Financial Information" and "Dividend Policy" in the
Registrant's 2000 Annual Report to Shareholders and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 2000 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required under this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 2000 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of December 30,
2000, and Supplementary Data are included in the Registrant's 2000 Annual Report
to Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
13
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the caption
"Election of Directors" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year. The information
concerning delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference from the material contained under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" under the caption
"Stock Ownership" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive Compensation"
in the Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120 days
after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A, not later than 120 days after
the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the close of the fiscal year.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list below are
filed as part of this Report.
(2) The consolidated financial statement schedule set forth in the list
below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference are set
forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this Item 14
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Comprehensive Income and Shareholders'
Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or in the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 26, 2001 THERMO FIBERTEK INC.
By: /s/ William A. Rainville
William A. Rainville
President, Chief Executive Officer, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of March 26, 2001.
Signature Title
By: /s/ William A. Rainville President, Chief Executive Officer, and
William A. Rainville Director
By: /s/ Theo Melas-Kyriazi Chief Financial Officer (designated Chief
Theo Melas-Kyriazi Accounting Officer)
By: /s/ Francis L. McKone Director
Francis L. McKone
By: /s/ Donald E. Noble Director
Donald E. Noble
By: /s/ Richard F. Syron Chairman of the Board and Director
Richard F. Syron
16
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Fibertek Inc.:
We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements included in Thermo
Fibertek Inc.'s Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated February 12, 2001. Our
audits were made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in Item 14 on page 15 is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
consolidated financial data required to be set forth therein in relation to the
basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 12, 2001
17
SCHEDULE II
THERMO FIBERTEK INC.
Valuation and Qualifying Accounts
(In thousands)
Provision
Balance at Charged Accounts Balance
Beginning to Accounts Written at End
Description of Year Expense Recovered Off Other (a) of Year
- -----------------------------------------------------------------------------------------------------------
Allowance for Doubtful Accounts
Year Ended December 30, 2000 $1,659 $1,197 $ 7 $ (616) $ (65) $2,182
Year Ended January 1, 2000 $2,231 $ 234 $ - $ (586) $ (220) $1,659
Year Ended January 2, 1999 $2,565 $ 248 $ 15 $ (657) $ 60 $2,231
Provision
Charged to
Balance at Expense Activity Balance
Beginning (Reversed to Charged to Currency at End
Description of Year Income) Reserve Translation of Year
- -----------------------------------------------------------------------------------------------------------
Accrued Restructuring Costs (b)
Year Ended December 30, 2000 $ 669 $ (506) $ (33) $ (98) $ 32
Year Ended January 1, 2000 $ 34 $ 2,257 $(1,356) $ (266) $ 669
Year Ended January 2, 1999 $ 197 $ - $ (163) $ - $ 34
(a) Includes allowances of businesses acquired and sold during the year, as described in Note 3 to Consolidated
Financial Statements in the Registrant's 2000 Annual Report to Shareholders, and the effect of foreign
currency translation.
(b) The nature of activity in this account is described in Note 11 to Consolidated Financial Statements in the
Registrant's 2000 Annual Report to Shareholders.
18
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Share Redemption Agreement, dated as of December 22, 1994, by and
among the Registrant, Fiberprep Inc., and Aikawa Iron Works Co.,
Ltd. (filed as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K relating to events occurring on January 2, 1995 [File No
1-11406] and incorporated herein by reference).
2.2 Asset Purchase Agreement dated as of May 22, 1997 among BC
Acquisition Corp., Thermo Fibertek Inc., The Black Clawson
Company, Black Clawson Shartle Mfg. Co. Inc., Black Clawson
International, Ltd., Black Clawson Canada Fibre Processing Ltd.,
Black Clawson Europe S.A. and Carl C. Landegger (filed as Exhibit
2.1 to the Registrant's Current Report on Form 8-K relating to
events occurring on May 22, 1997 [File No 1-11406] and
incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of the Registrant
(filed as Exhibit 3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 28, 1997 [File No.
1-11406] and incorporated herein by reference).
3.2 By-Laws of the Registrant (filed as Exhibit 3(b) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
4.1 - 4.4 Reserved.
4.5 Fiscal Agency Agreement dated as of July 16, 1997, among the
Registrant, Thermo Electron Corporation, and Bankers Trust
Company as fiscal agent, relating to $153 million principal
amount of 4 1/2% Convertible Subordinated Debentures due 2004
(filed as Exhibit 4 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 28, 1997 [File No. 1-11406] and
incorporated herein by reference).
10.1 Exchange Agreement dated as of December 28, 1991, between Thermo
Electron and the Registrant (filed as Exhibit 10(a) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.2 Amended and Restated Corporate Services Agreement dated January
3, 1993, between Thermo Electron and the Registrant (filed as
Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993 [File No. 1-11406] and
incorporated herein by reference).
10.3 Thermo Electron Corporate Charter, as amended and restated
effective January 3, 1993 (filed as Exhibit 10(e) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-11406] and incorporated herein by
reference).
10.4 Thermo Web Systems, Inc. (formerly Thermo Electron Web Systems,
Inc.) Retirement Plan, as amended (filed as Exhibit 10(g) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.5 Noncompetition Agreement dated May 30, 1990, between Thermo
Electron and Bruno Lamort de Gail (filed as Exhibit 10(h) to the
Registrant's Registration Statement on Form S-1 [Reg.
No. 33-51172] and incorporated herein by reference).
10.6 Lamort Retirement Plan (filed as Exhibit 10(i) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
19
Exhibit
Number Description of Exhibit
10.7 Lamort Retirement Plan for Key Employees (filed as Exhibit 10(j)
to the Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.8 Severance Agreement dated January 8, 1988, between Thermo
Electron and William A. Rainville (filed as Exhibit 10(p) to the
Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.9 Employment Agreement dated as of May 30, 1990, between the
Registrant and Bruno Lamort de Gail (filed as Exhibit 10(q) to
the Registrant's Registration Statement on Form S-1 [Reg. No.
33-51172] and incorporated herein by reference).
10.10 Form of Indemnification Agreement for officers and directors
(filed as Exhibit 10(s) to the Registrant's Registration
Statement on Form S-1 [Reg. No. 33-51172] and incorporated herein
by reference).
10.11 Tax Allocation Agreement dated as of December 28, 1991, between
the Registrant and Thermo Electron (filed as Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 [File No. 1-11406] and incorporated herein by
reference).
10.12 Assignment Agreement dated as of December 22, 1994, between
Thermo Electron and TE Great Lakes, Inc. (filed as Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 [File No. 1-11406] and incorporated
herein by reference).
10.13 Management Services Agreement dated as of December 22, 1994,
between TE Great Lakes, Inc. and Fiberprep (filed as Exhibit 10.2
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 [File No. 1-11406] and incorporated
herein by reference).
10.14 Equipment Supply Agreement dated as of December 22, 1994, between
TE Great Lakes, Inc. and Fiberprep (filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 [File No. 1-11406] and incorporated herein by
reference).
10.15 Amended and Restated Master Cash Management, Guarantee
Reimbursement, and Loan Agreement dated as of June 1, 1999,
between the Registrant and Thermo Electron (filed as Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999 [File No. 1-11406] and incorporated herein by
reference).
10.16 Amended and Restated Master Cash Management, Guarantee
Reimbursement, and Loan Agreement dated as of June 1, 1999,
between Thermo Fibergen Inc. and Thermo Electron (filed as
Exhibit 10.1 to Thermo Fibergen Inc.'s Quarterly Report on Form
10-Q for the period ended July 3, 1999 [File No. 1-12137] and
incorporated herein by reference).
10.17 Form of Guarantee of Thermo Electron relating to Thermo
Fibergen's Redemption Rights (filed as Exhibit 4.1 to Thermo
Fibergen's Registration Statement on Form S-1 [Reg. No.
333-07585] and incorporated herein by reference).
10.18 Guarantee Agreement among Thermo Fibergen, Thermo Electron, and
the Representatives of the Underwriters (filed as Exhibit 4.2 to
Thermo Fibergen's Registration Statement on Form S-1 [Reg. No.
333-07585] and incorporated herein by reference).
20
Exhibit
Number Description of Exhibit
10.19 Form of Thermo Fibergen's Redemption Right Certificate (filed as
Exhibit 4.4 to Thermo Fibergen's Registration Statement on Form
S-1 [Reg. No. 333-07585] and incorporated herein by reference).
10.20 Agreement of Loan Guarantee dated as of February 12, 2001,
between the Registrant and Thermo Fibergen Inc.
10.21 Incentive Stock Option Plan of the Registrant (filed as Exhibit
10(k) to the Registrant's Registration Statement on Form S-1
[Reg. No. 33-51172] and incorporated herein by reference).
10.22 Amended and Restated Nonqualified Stock Option Plan of the
Registrant (filed as Exhibit 10.4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1999 [File No.
1-11406] and incorporated herein by reference).
10.23 Amended and Restated Equity Incentive Plan of the Registrant
(filed as Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 [File No. 1-11406]
and incorporated herein by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of Thermo
Electron for services rendered to the Registrant. The terms of
such plans are substantially the same as those of the
Registrant's Equity Incentive Plan.
10.24 Amended and Restated Deferred Compensation Plan for Directors of
the Registrant (filed as Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July
3, 1999 [File No. 1-11406] and incorporated herein by reference).
10.25 Amended and Restated Directors' Stock Option Plan of the
Registrant (filed as Exhibit 10.6 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1999 [File No.
1-11406] and incorporated herein by reference).
10.26 Amended and Restated Thermo Fibergen Inc. Equity Incentive Plan
(filed as Exhibit 10.4 to Thermo Fibergen's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999 [File No. 1-12137]
and incorporated herein by reference).
10.27 Amended and Restated Thermo Fibertek Inc. - Thermo Fibergen Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.8 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 3, 1999 [File No. 1-11406] and incorporated herein by
reference).
10.28 Restated Stock Holding Assistance Plan and Form of Promissory
Note (filed as Exhibit 10.27 to the Registrant's Annual Report on
Form 10-K for the year ended January 3, 1998 [File No. 1-11406]
and incorporated herein by reference).
13 Annual Report to Shareholders for the year ended January 1, 2000
(only those portions incorporated herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.