SECURITIES AND EXCHANGE COMMISION
WASHINGTON DC 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 16, 2004
(Date of earliest event reported)
INTREPID TECHNOLOGY & RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Idaho 000-30065 82-0230842
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification #
501 Broadway Suite 200 Idaho Falls, Idaho 83402
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(Address and Zip Code of the Principal Executive Offices)
Registrant's telephone number including area code:
(Former Name and Address)
(208) 529-5337
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
EXPLANATION OF AMENDMENT
The Registrant, Intrepid Technology & Resources Inc., ("The Company"), filed an
initial report on Form 8-K on April 26, 2004 with the Securities and Exchange
Commission. This report amends Item 7., Financial Statements and Exhibits, to
include the historical, pro forma, and other required financial statements for
the purchase of Wright Oil and Broadway Ford"(WOBF").
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 20, 2004, the Company completed an Asset Purchase Agreement to purchase
the assets of a natural gas vehicle fueling station and current customer base of
a privately held distribution and marketing company, Wright Oil and Broadway
Ford a natural gas joint venture, "(WOBF") located in south eastern Idaho.
WOBF is a compressed natural gas ("CNG") processor and distributor whose
clientele include Federal, commercial and municipal customers. The distribution
plant is fully automated and operates on a computerized billing system with no
attendant necessary at the locations. The processing plant brings the additional
capability of compressing gas into cylinders that can be transported to any
location requiring CNG. The purchase brings a sizeable new asset base to the
Company and the WOBF operation will be accretive to earnings in 2004.
Furthermore, this acquisition provides a substantial outlet for the Company's
methane gas production expected to come online by late 2004. The acquisition
also opens up opportunities to a large commercial base of remote customers who
use considerable quantities of transported natural gas including asphalt plants
and mining smelters.
The purchase, which is only the first in a series of planned marketing events,
provides the Company with distribution assets and the refining facilities
necessary to further process and market their natural gas production in either
LNG or CNG to a wide, and geographically diverse, range of customers. With the
rapid rise in the cost of traditionally produced non-renewable energy products
the Company sees an abundant and lucrative market for their "Green Energy". This
purchase makes the Company a fully vertically integrated producer and
distributor of methane gas and associated value added products.
The agreement, an arms length transaction, between the Company and WOBF was for
the purchase of the natural gas filling station assets and current customer base
for $25,000 cash and 500,000 shares of the Company's common stock. The
agreement also includes a provision whereby and if WOBF are able to successfully
transfer an existing $300,000 government grant of the U.S. Department of Energy
from the Department of Water Resources to the Company for facility upgrades, the
Company will pay an additional $25,000 cash to WOBF. On April 20, 2004 the
Company's common stock closed at a price of $.079 per share therefore the total
value of the purchase if the grant payment is issued to the Company is $89,500.
The purpose of the grant is to upgrade this existing facility to be able to
store and dispense liquid natural gas as well as compressed gas. It is
estimated that the facility upgrades will approximate in cost the full value of
the $300,000 grant. Today the facility only dispenses compressed gas.
Intrepid Technology & Resources, Inc., is a premier technology application
innovator of Biogas, bio-diesel and Ethanol products and services designed to
assist in worldwide energy independence and reduce pollution (Green Energy). All
of these are from renewable agriculture feedstock and industrial and agriculture
waste materials.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Pro Forma Combined Financial Statements
Pro Forma Combined Balance Sheet December 31, 2003 . . . . . . II-2
Pro Forma Combined Statement of Operations at December 31, 2003 II-3
Notes to Pro Forma Combined Financial Statement . . . . . . . . II-4
Pro Forma Combined Balance Sheet March 31, 2004 . . . . . . . . . II-5
Pro Forma Combined Statement of Operations at March 31, 2004 . . II-6
Notes to Pro Forma Combined Financial Statement . . . . . . . . . II-7
These financial statements do not purport to represent the combined results of
operations of the Company and WOBF that might have occurred had the WOBF
acquisition been completed on such dates, nor are they indicative of future
results of operations. The pro forma adjustments relate to the purchase
allocation of WOBF and give effect to marking certain assets to fair market
value. Other adjustments may be recorded based upon information received in the
future. Such adjustments may have a significant impact on total assets, revenue,
cost of operations, and other expense accounts.
These pro forma adjustments do not reflect possible costs related to
environmental matters, litigation liabilities, regulatory compliance matters,
integration or certain abandonment of assets, all of which could result in
additional future charges. Any purchase accounting adjustments, or related costs
and possible charges arising from the purchase of WOBF, may materially impact
the Company's future combined financial position and combined financial results
of operations. These pro forma financial statements also do not give effect to
possible future sales of assets or certain of the operations or to any cost
savings or other benefits of the business combination that may result from the
integration of WOBF and Intrepid Technology and Resources, Inc., ("the
Company").
The unaudited pro forma combined financial statements should be read in
conjunction with the notes to the unaudited pro forma combined financial
statements, the historical consolidated financial statements of the Company and
related notes as previously filed with the Securities and Exchange Commission
and incorporated herein.
II-2
INTREPID TECHNOLOGY & RESOURCES INC.
PRO FORMA COMBINED BALANCE SHEET
UNAUDITED
(Reported in whole $$$)
as of December 31, 2003
Intrepid WOBF WOBF Pro Forma
Historical Purchase Operations Combined
------------ ---------- ------------ ------------
Cash $ 50,427 a $ (25,000) $ (16,781) $ 8,646
Receivables 417,414 417,414
Other assets 9,426 9,426
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Total current assets 477,267 (25,000) (16,781) 452,267
Equipment net 59,998 64,500 124,498
Deferred tax asset 361,121 361,121
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Total assets $ 898,386 39,500 (16,781) $ 937,886
============ ============
Accounts payable $ 236,133 $ 236,133
Accrued liabilities 116,698 116,698
Deferred compensation 178,929 178,929
Term loan 181,435 181,435
Long term debt-current 77,940 77,940
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Total current liabilities 791,135 791,135
Common stock 468,062 b 2,500 470,562
Additional paid in capital 3,693,588 37,000 3,730,588
Notes receivable-shareholders (30,000) (30,000)
Retained earnings (deficit) (4,024,399) (16,781) (4,041,180)
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Shareholders' equity 107,251 39,500 (16,781) 129,970
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Total liabilities and shareholders'
equity $ 898,386 39,500 (16,781) $ 921,105
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<FN>
The accompanying notes are an integral part of these financial statements
_______________
a Intrepid paid $25,000 cash for the purchase of WOBF assets and customer base
b Intrepid also gave 500,000 common shares of Intrepid Technology & Resources
Inc., at a price of $.079 per share (see Item 2. above for a discussion on the
complete purchase of WOBF)
II-3
INTREPID TECHNOLOGY & RESOURCES INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
UNAUDITED
(Reported in whole $$$)
Year ended December 31, 2003
Pro Forma Year Ended December 31, 2003
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Intrepid WBOF Pro Forma
Historical Amounts Combined
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Revenue $ 2,735,703 $ 19,416 $ 2,755,119
Direct costs 1,891,255 13,817 1,905,072
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Gross profit 844,448 5,599 850,047
Selling general & administrative expense 709,180 22,380 731,560
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Income from operations 135,268 (16,781) 118,487
Interest expense (32,686) -- (32,686)
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Net income before taxes 102,582 (16,781) 85,801
Income taxes 31,813 -- 31,813
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Net income $ 70,769 $ (16,781) $ 53,988
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<FN>
The accompanying notes are an integral part of these financial statements
II-4
NOTES TO PRO FORMA UNAUDITED COMBINED FINANCIAL STATEMENTS
NOTE 1. INTREPID TECHNOLOGY & RESOURCES INC., HISTORICAL.
The historical balances represent the balance sheet and results of operations
for the Company as of each period indicated as previously reported in the
historical consolidated financial statements of Intrepid Technology & Resources
Inc.
NOTE 2. WRIGHT OIL AND BROADWAY FORD HISTORICAL.
Amounts related to WOBF are assets purchased as if the transaction occurred as
of January 1, 2003.
The historical results of operations for the acquired assets and operations of
WOBF, as of and for the year ended December 31, 2003 are represented for each
period indicated as reported.
II-5
INTREPID TECHNOLOGY & RESOURCES INC.
PRO FORMA COMBINED BALANCE SHEET
UNAUDITED
(Reported in whole $$$)
as of March 31, 2004
Intrepid WOBF WOBF Pro Forma
Historical Purchase Operations Combined
------------ --------- ----------- ------------
Cash $ 332,299 a (25,000) (3,367) $ 303,932
Receivables 217,040 217,040
Other assets 3,989 3,989
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Total current assets 553,328 (25,000) (3,367) 524,961
Equipment net 106,357 64,500 170,857
Deferred tax asset 393,910 393,910
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Total assets $ 1,053,595 39,500 (3,367) $ 1,089,728
============ ============
Accounts payable $ 145,488 $ 145,488
Accrued liabilities 85,844 85,844
Deferred compensation 138,963 138,963
Term loan 172,115 172,115
Long term debt-current 79,567 79,567
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Total current liabilities 621,977 621,977
Common stock 511,810 b 2,500 514,310
Additional paid in capital 4,029,918 37,000 4,066,918
Notes receivable-shareholders (16,200) (16,200)
Retained earnings (deficit) (4,093,910) (3,367) (4,097,277)
------------ ------------
Shareholders' equity 431,618 39,500 (3,367) 467,751
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Total liabilities and shareholders'
equity $ 1,053,595 39,500 (3,367) $ 1,089,728
============ ============
<FN>
The accompanying notes are an integral part of these financial statements
_______________
a Intrepid paid $25,000 cash for the purchase of WOBF assets and customer base
b Intrepid also gave 500,000 common shares of Intrepid Technology & Resources
Inc., at a price of $.079 per share (see Item 2. above for a discussion on the
complete purchase of WOBF)
II-6
INTREPID TECHNOLOGY & RESOURCES INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
UNAUDITED
(Reported in whole $$$)
Three months ended March 31, 2004
Intrepid WBOF Pro Forma
Historical Historical Combined
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Revenue $ 414,987 $ 5,389 $ 420,376
Direct costs 288,956 3,329 292,285
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Gross profit 126,031 2,060 128,091
Selling general & administrative expense 223,546 5,427 228,973
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Income from operations (97,515) (3,367) (100,882)
Interest revenue 333 -- 333
Interest expense (5,117) -- (5,117)
------------ ------------ -----------
Net income before taxes (102,299) (3,367) (105,666)
Income taxes (32,788) -- (32,788)
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Net income $ (69,511) $ (3,367) $ (72,878)
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<FN>
The accompanying notes are an integral part of these financial statements
II-7
NOTES TO PRO FORMA UNAUDITED COMBINED FINANCIAL STATEMENTS
NOTE 1. INTREPID TECHNOLOGY & RESOURCES INC., HISTORICAL.
The historical balances represent the balance sheet and results of operations
for the Company as of each period indicated as previously reported in the
historical consolidated financial statements of Intrepid Technology & Resources
Inc.
NOTE 2. WRIGHT OIL AND BROADWAY FORD HISTORICAL.
The historical balances represent the assets purchased and results of operations
of WOBF, as of March 31, 2004 and each period indicated as reported.
NOTE 3. PRO FORMA ADJUSTMENTS.
The pro forma adjustments were made to reflect the purchase price paid for WOBF
by Intrepid Technology & Resources Inc., and to reflect the acquisition as if it
had occurred on January 1, 2004.
SIGNATURES
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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.
INTREPID TECHNOLOGY & RESOURCES, INC.
(Registrant)
Date: July 16, 2004 By: /s/ Dr. Dennis D. Keiser, Chief Executive
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Officer & President
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Date: July 16, 2004 By: /s/ Dr. Jacob D. Dustin, Vice President,
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Secretary, and Treasurer
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