-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, egHukzHTfBNfNthGcuNZFGGTKSknZetEnehbjcJy1Hp93y69YwfrJSQrZviMKnxF nPobnI00wyFtZYi/B1aGPQ== 0000721356-95-000006.txt : 19950807 0000721356-95-000006.hdr.sgml : 19950807 ACCESSION NUMBER: 0000721356-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950701 FILED AS OF DATE: 19950804 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09567 FILM NUMBER: 95559215 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2999 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 6176221000 10-Q 1 PAGE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------------- FORM 10-Q (mark one) [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter Ended July 1, 1995. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 1-9567 THERMEDICS INC. (Exact name of Registrant as specified in its charter) Massachusetts 04-2788806 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 470 Wildwood Street, P.O. Box 2999 Woburn, Massachusetts 01888-1799 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 622-1000 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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Class Outstanding at July 28, 1995 ---------------------------- ---------------------------- Common Stock, $.10 par value 33,773,276 PAGE Form 10-Q July 1, 1995 THERMEDICS INC. PART I - Financial Information Item 1 - Financial Statements (a)Consolidated Balance Sheet - Assets as of July 1, 1995 and December 31, 1994 (In thousands) July 1, 1995 December 31,1994 ------------ ----------------- Current Assets: Cash and cash equivalents $ 42,686 $ 37,043 Short-term available-for-sale investments, at quoted market value (amortized cost of $70,033 and $72,731) 71,076 71,680 Accounts receivable, less allowances of $3,763 and $3,640 35,016 33,645 Unbilled contract costs and fees 1,900 497 Inventories: Raw materials and supplies 13,597 13,223 Work in process 9,934 5,429 Finished goods 9,373 8,149 Prepaid income taxes and expenses 4,935 4,676 -------- -------- 188,517 174,342 -------- -------- Property, Plant and Equipment, at Cost 26,864 24,367 Less: Accumulated depreciation and amortization 15,493 13,640 -------- -------- 11,371 10,727 -------- -------- Long-term Available-for-sale Investments, at Quoted Market Value (amortized cost of $43,155 and $46,863) 43,624 45,426 -------- -------- Other Assets 4,747 5,582 -------- -------- Cost in Excess of Net Assets of Acquired Companies 58,120 55,490 -------- -------- $306,379 $291,567 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 2PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (a)Consolidated Balance Sheet - Liabilities and Shareholders' Investment as of July 1, 1995 and December 31, 1994 (In thousands except share amounts) July 1, 1995 December 31, 1994 ------------ ----------------- Current Liabilities: Notes payable $ 10,123 $ 10,576 Accounts payable 12,211 9,481 Deferred revenue 2,010 2,463 Customer deposits 2,452 2,546 Accrued payroll and employee benefits 6,476 7,369 Accrued income taxes 3,091 582 Accrued warranty costs 3,399 3,380 Other accrued expenses 8,760 7,675 Due to parent company 1,668 1,940 -------- -------- 50,190 46,012 -------- -------- Deferred Income Taxes and Other Items 1,693 1,565 -------- -------- Long-term Obligations: Subordinated convertible obligations 70,971 82,385 Other 169 166 -------- -------- 71,140 82,551 -------- -------- Minority Interest 36,455 29,674 -------- -------- Shareholders' Investment: Common stock, $.10 par value, 50,000,000 shares authorized; 33,743,381 and 33,303,135 shares issued 3,374 3,330 Capital in excess of par value 108,580 102,975 Retained earnings 33,994 27,066 Treasury stock at cost, 6,042 and 14,671 shares (298) (310) Cumulative translation adjustment 285 326 Net unrealized gain (loss) on available- for-sale investments 966 (1,622) -------- -------- 146,901 131,765 -------- -------- $306,379 $291,567 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 3PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (b)Consolidated Statement of Income for the three months ended July 1, 1995 and July 2, 1994 (In thousands except per share amounts) Three Months Ended ----------------------------- July 1, 1995 July 2, 1994 ------------ ------------ Revenues $43,268 $42,403 ------- ------- Costs and Operating Expenses: Cost of revenues 23,715 24,810 Selling, general and administrative expenses 11,522 11,073 Expenses for research and development 2,849 2,803 ------- ------- 38,086 38,686 ------- ------- Operating Income 5,182 3,717 Interest Income 2,233 1,731 Interest Expense (923) (770) Gain on Issuance of Stock by Subsidiary 455 - Loss on Sale of Investments - (11) Other Income (includes $25 from related party in 1994) - 25 ------- ------- Income Before Provision for Income Taxes and Minority Interest 6,947 4,692 Provision for Income Taxes 2,261 1,909 Minority Interest Expense 1,020 273 ------- ------- Net Income $ 3,666 $ 2,510 ======= ======= Earnings per Share $ .11 $ .08 ======= ======= Weighted Average Shares 33,616 32,583 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 4PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (b)Consolidated Statement of Income for the six months ended July 1, 1995 and July 2, 1994 (In thousands except per share amounts) Six Months Ended ----------------------------- July 1, 1995 July 2, 1994 ------------ ------------ Revenues $87,126 $69,696 ------- ------- Costs and Operating Expenses: Cost of revenues 48,001 40,466 Selling, general and administrative expenses 23,717 17,990 Expenses for research and development 5,230 5,057 ------- ------- 76,948 63,513 ------- ------- Operating Income 10,178 6,183 Interest Income 4,430 3,601 Interest Expense (1,861) (1,545) Gain on Issuance of Stock by Subsidiary 455 - Gain on Sale of Investments - 230 Other Income (includes $50 from related party in 1994) 14 50 ------- ------- Income Before Provision for Income Taxes and Minority Interest 13,216 8,519 Provision for Income Taxes 4,581 3,431 Minority Interest Expense 1,707 426 ------- ------- Net Income $ 6,928 $ 4,662 ======= ======= Earnings per Share $ .21 $ .14 ======= ======= Weighted Average Shares 33,461 32,523 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 5PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (c)Consolidated Statement of Cash Flows for the six months ended July 1, 1995 and July 2, 1994 (In thousands) Six Months Ended ----------------------------- July 1, 1995 July 2, 1994 ------------ ------------ Operating Activities: Net income $ 6,928 $ 4,662 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,690 1,906 Provision for losses on accounts receivable 396 369 Gain on issuance of stock by subsidiary (455) - Gain on sale of investments - (230) Deferred costs from issuance of subordinated convertible debentures - (875) Minority interest expense 1,707 426 Other noncash expenses 629 547 Increase (decrease) in deferred income taxes (36) 544 Changes in current accounts, excluding the effects of acquisitions: Accounts receivable (267) 2,006 Inventories and unbilled contract costs and fees (6,406) 7,708 Prepaid income taxes and expenses (858) (1,684) Accounts payable 2,270 (6,486) Other current liabilities (1,420) (6,458) Other 16 30 -------- -------- Net cash provided by operating activities 5,194 2,465 -------- -------- Investing Activities: Acquisitions, net of cash acquired (4,000) (41,073) Purchases of property, plant and equipment (2,330) (1,323) Proceeds from sale and maturities of available-for-sale investments 59,913 57,219 Purchases of available-for-sale investments (53,158) (58,871) Other (22) (144) -------- -------- Net cash provided by (used in) investing activities $ 403 $(44,192) -------- -------- 6PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (c)Consolidated Statement of Cash Flows for the six months ended July 1, 1995 and July 2, 1994 (In thousands) (continued) Six Months Ended ----------------------------- July 1, 1995 July 2, 1994 ------------ ------------ Financing Activities: Purchases of subsidiary common stock $ (179) $ (1,537) Net proceeds from issuance of Company and subsidiary common stock 378 1,183 Proceeds from issuance of subordinated convertible debentures - 33,000 Repurchase of long-term obligations (132) - -------- -------- Net cash provided by financing activities 67 32,646 -------- -------- Exchange Rate Effect on Cash (21) 313 -------- -------- Increase (Decrease) in Cash and Cash Equivalents 5,643 (8,768) Cash and Cash Equivalents at Beginning of Period 37,043 40,179 -------- -------- Cash and Cash Equivalents at End of Period $ 42,686 $ 31,411 ======== ======== Cash Paid For: Interest $ 715 $ 1,461 Income taxes $ 2,030 $ 2,039 Noncash Financing Activities: Conversion of convertible obligations $ 11,265 $ 8,595 The accompanying notes are an integral part of these consolidated financial statements. 7PAGE Form 10-Q July 1, 1995 THERMEDICS INC. (d) Notes to Consolidated Financial Statements - July 1, 1995 1. General The interim consolidated financial statements presented have been prepared by Thermedics Inc. (the Company) without audit and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of (a) the results of operations for the three- and six-month periods ended July 1, 1995 and July 2, 1994, (b) the financial position at July 1, 1995, and (c) the cash flows for the six-month periods ended July 1, 1995 and July 2, 1994. Interim results are not necessarily indicative of results for a full year. The consolidated balance sheet presented as of December 31, 1994, has been derived from the consolidated financial statements that have been audited by the Company's independent public accountants. The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the annual financial statements and notes of the Company. The consolidated financial statements and notes included herein should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the Securities and Exchange Commission. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Overview The Company's business can be divided into two segments: Instruments and Other Equipment, and Biomedical Products. Through the Company's Thermedics Detection Inc. (Thermedics Detection) subsidiary, the Instruments and Other Equipment segment develops, manufactures, and markets high-speed detection instruments, including the Alexus (TM) system, a process detection instrument used in product quality assurance applications, and the EGIS (R) system, a security instrument used to detect explosives at airports and other locations. The Company's Ramsey Technology Inc. (Ramsey) subsidiary manufactures process control equipment that weighs and inspects bulk materials and packaged goods. Through the Company's Thermo Voltek Corp. (Thermo Voltek) subsidiary, the Instruments and Other Equipment segment also includes a line of electronic test instruments and high-voltage power conversion systems. As part of its Biomedical Products segment, the Company's Thermo Cardiosystems Inc. (Thermo Cardiosystems) subsidiary has developed both an implantable pneumatic (IP), or air-driven, and an electric left ventricular-assist system (LVAS). In October 1994, the Company announced that the U.S. Food and Drug Administration (FDA) granted approval for commercial sales of the air-driven LVAS. With this approval, the air-driven system is available for sale to cardiac centers throughout the United 8PAGE Form 10-Q July 1, 1995 THERMEDICS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Overview (continued) States and the Company began earning a profit on the sale of such systems in the fourth quarter of 1994. A profit cannot be earned from the sale of an LVAS unless the FDA has approved the device for commercial sales. The Company also manufactures enteral feeding products and a line of medical-grade polymers, which are used in catheters, tubing, and non-medical products such as Scent Seal fragrance samplers. Results of Operations Second Quarter 1995 Compared With Second Quarter 1994 Total revenues in the second quarter of 1995 were $43.3 million, compared with $42.4 million in the second quarter of 1994. Instruments and Other Equipment segment revenues in the second quarter of 1995 decreased to $32.8 million from $35.4 million in 1994. Thermedics Detection process detection instrument sales declined to $4.2 million in 1995, from $9.9 million in 1994. This decline is due to a decrease in demand from Thermedics Detection's principal customer, which has substantially implemented its deployment of Alexus systems. While the Company has expanded its customer base, and continues to develop Alexus upgrades and new applications for its process detection technology in the food and beverage market, no assurance can be given that the Company will be able to significantly broaden the market for its process detection systems. This decline in revenues was partially offset by the inclusion of a total of $2.2 million in revenues from Verifier Systems Limited (Verifier) and Kalmus Engineering Incorporated (Kalmus), which were acquired by Thermo Voltek in July 1994 and March 1995, respectively, favorable currency translation effects on sales by Thermo Voltek's Comtest subsidiary, and an increase in revenues due to greater demand at Thermo Voltek's KeyTek Instrument (KeyTek) and Universal Voltronics divisions. Biomedical Products segment revenues increased 50% to $10.5 million in the second quarter of 1995 from $7.0 million in the second quarter of 1994. This improvement is primarily the result of an increase of $3.3 million in revenues from Thermo Cardiosystems due to an increase in the number of air-driven and electrical LVAS implants. The number of LVAS units shipped during the second quarter of 1995, increased by 46% compared with the second quarter of 1994. Revenues also increased due to an increase in the price of the LVAS units. In the fourth quarter of 1994, Thermo Cardiosystems implemented a price increase in the U.S. for its air-driven LVAS that has been phased in during the first half of 1995 and has more than doubled the average price of an air-driven LVAS. The final phase of the price increase became effective during the second quarter of 1995. 9PAGE Form 10-Q July 1, 1995 THERMEDICS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Second Quarter 1995 Compared With Second Quarter 1994 (continued) The gross profit margin was 45% in the second quarter of 1995, compared with 41% in the second quarter of 1994. The gross profit margin for the Instruments and Other Equipment segment was 44% in 1995, compared with 42% in 1994. Improved margins at Ramsey, which resulted from a reduction in operating expenses and manufacturing improvements, more than offset reduced margins at Thermo Voltek due to competitive pricing pressure and, to a lesser extent, expenses associated with a new product introduction at Universal Voltronics. The gross profit margin for the Biomedical Products segment was 50% in 1995, compared with 42% in 1994, reflecting higher margins at Thermo Cardiosystems resulting from the LVAS price increase, the increase in sales volume, and improvements in manufacturing efficiencies. Selling, general and administrative expenses as a percentage of revenues increased to 27% in the second quarter of 1995 from 26% in the second quarter of 1994. The increase was primarily a result of higher costs as a percentage of revenues at Thermedics Detection. Research and development expenses as a percentage of revenues remained unchanged at 6.6% in 1995 and 1994. Interest income increased to $2.2 million in the second quarter of 1995 from $1.7 million in the second quarter of 1994 due to higher prevailing interest rates in 1995. Interest expense increased to $923,000 in the second quarter of 1995 from $770,000 in 1994 as a result of borrowings by Ramsey's and Thermo Voltek's foreign subsidiaries, offset in part by a decrease in interest expense due to conversions of subordinated convertible obligations. The gain on the issuance of stock by subsidiary of $455,000 in the second quarter of 1995 resulted from the conversion of $1.0 million principal amount of Thermo Voltek's 3 3/4% subordinated convertible debentures. First Six Months 1995 Compared With First Six Months 1994 Total revenues in the first six months of 1995 were $87.1 million, compared with $69.7 million in the first six months of 1994. Instruments and Other Equipment segment revenues increased 18% to $65.6 million in 1995 from $55.4 million in 1994. This increase reflects the inclusion of $14.0 million of additional revenues from Ramsey, which was acquired on March 16, 1994; the inclusion of a total of $3.2 million in revenues from Verifier and Kalmus; an increase in revenues from greater demand at Thermo Voltek's KeyTek and Universal Voltronics divisions and an increase in revenues at its Comtest subsidiary that resulted from favorable currency translation effects on sales. These increases were offset in part by a decline in Thermedics Detection process detection instrument revenues to $10.7 million in 1995, from $20.4 million in 1994. The reason for the decrease in revenues is the same as that discussed in the results of operations for the second quarter. 10PAGE Form 10-Q July 1, 1995 THERMEDICS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) First Six Months 1995 Compared With First Six Months 1994 (continued) Biomedical Products segment revenues increased 50% to $21.5 million in the first six months of 1995 from $14.3 million in the first six months of 1994. This improvement is primarily the result of an increase of $5.6 million in revenues from Thermo Cardiosystems due to an increase in the number of LVAS units shipped during the first six months of 1995, which nearly doubled compared with the first six months of 1994, and an increase in the price of the LVAS units, discussed in the results of operations for the second quarter. In addition, revenues from Scent Seal fragrance samplers increased $1.1 million to $4.3 million as a result of increased demand. In June 1995, the Company entered into a license agreement under which the Company licensed, on an exclusive basis, all of its patents and know-how relating to the Scent Seal fragrance samplers to a third party in consideration for royalty payments on future sales by the licensee. The gross profit margin was 45% in the first six months of 1995, compared with 42% in the first six months of 1994. The gross profit margin for the Instruments and Other Equipment segment was 44% in 1995 and 43% in 1994. Improved margins at Thermedics Detection, as a result of a change in the product mix, and at Ramsey, due to a reduction in operating expenses, were partially offset by lower margins at Thermo Voltek's Keytek division due to competitive pricing pressure and, to a lesser extent, higher costs associated with an upgraded product at KeyTek. The gross profit margin for the Biomedical Products segment was 48% in 1995, compared with 40% in 1994, reflecting higher margins at Thermo Cardiosystems resulting from the LVAS price increase, the increase in sales volume, and improvements in manufacturing efficiencies. Selling, general and administrative expenses as a percentage of revenues increased to 27% in the first six months of 1995 from 26% in the first six months of 1994 primarily as a result of higher costs as a percentage of revenues at Thermedics Detection. Research and development expenses as a percentage of revenues decreased to 6.0% in 1995 from 7.3% in 1994 due primarily to lower costs as a percentage of revenues at Thermo Cardiosystems as a result of a higher sales volume in 1995. Interest income increased to $4.4 million in the first six months of 1995 from $3.6 million in the first six months of 1994 due to higher prevailing interest rates in 1995. Interest expense in 1995 increased to $1.9 million in 1995 from $1.5 million in 1994 as a result of borrowings by Ramsey's and Thermo Voltek's foreign subsidiaries, offset in part by a decrease in interest expense due to conversion of subordinated convertible obligations. The gain on the issuance of stock by subsidiary of $455,000 in 1995 resulted from the conversion of $1.0 million principal amount of Thermo Voltek's 3 3/4% subordinated convertible debentures. 11PAGE Form 10-Q July 1, 1995 THERMEDICS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Financial Condition Liquidity and Capital Resources Working capital, including cash, cash equivalents, and short-term available-for-sale investments, was $138.3 million at July 1, 1995, compared with $128.3 million at December 31, 1994. Cash, cash equivalents, and short- and long-term available-for-sale investments were $157.4 million at July 1, 1995, compared with $154.1 million at December 31, 1994. Of the $157.4 million balance at July 1, 1995, $89.5 million was held by Thermo Cardiosystems, $34.0 million by Thermo Voltek, and the remainder by the Company and its wholly owned subsidiaries. In March 1995, Thermo Voltek acquired substantially all of the assets, subject to certain liabilities, of Kalmus for approximately $3.6 million in cash. The Company paid an additional $160,000 in purchase price on August 2, 1995 as a post-closing adjustment based on the value of the net assets acquired from Kalmus. The Company intends, for the foreseeable future, to maintain at least 50% ownership of Thermo Cardiosystems and Thermo Voltek. This may require the purchase by the Company of additional shares of common stock or convertible debentures (which are then converted) of these two companies from time to time, if the number of the companies' outstanding shares increases, whether as a result of conversion of convertible notes or exercise of stock options issued by them, or otherwise. These or any other purchases may be made either in the open market or directly from Thermo Cardiosystems or Thermo Voltek, or pursuant to the conversion of all or part of the companies' subordinated convertible notes held by Thermedics. The Company's Board of Directors has authorized the purchase, during calendar year 1995, of up to $5.0 million of its own securities and those of Thermo Cardiosystems and Thermo Voltek. Any such purchases would be funded from working capital. Through July 1, 1995, the Company has expended $311,000 under this authorization. On July 20, 1995, Thermo Electron Corporation (Thermo Electron) announced that it has signed a letter of intent to acquire Analytical Technology, Inc. (ATI), a Boston-based manufacturer and marketer of analytical instruments used primarily for testing and analysis, both in laboratories and in manufacturing. ATI operates through two divisions: laboratory products and analytical instruments. Upon completion of the acquisition, it is anticipated that the Company would acquire the laboratory products division, which had revenues of approximately $46 million in fiscal 1994. This division sells electrochemistry, micro-weighing, and other instruments to detect the chemical composition of foods, beverages, and pharmaceuticals. The Company expects that it will finance this acquisition through a combination of internal funds and short-term borrowings from Thermo Electron. 12PAGE Form 10-Q July 1, 1995 THERMEDICS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Liquidity and Capital Resources (continued) During the remainder of 1995, the Company expects to make capital expenditures of approximately $3.2 million. The Company expects to continue to pursue its strategy of expanding its business both through the continued development, manufacture, and sale of new products, and through the possible acquisition of companies that will provide additional marketing or manufacturing capabilities and new products. The Company believes its existing resources are sufficient to meet the capital requirements of its existing operations for the foreseeable future. PART II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders On May 22, 1995 at the Annual Meeting of Shareholders, the shareholders elected eight directors to a one-year term expiring in 1996. The directors elected at the meeting were: Peter O. Crisp, Paul F. Ferrari, Dr. George N. Hatsopoulos, John N. Hatsopoulos, Robert C. Howard, Arvin H. Smith, John W. Wood Jr., and Nicholas T. Zervas. The number of votes each nominee for director received was as follows: Mr. Crisp and Mr. Howard each received 29,884,769 votes in favor of their election and 127,556 votes against; Mr. Ferrari received 29,884,774 votes in favor of his election and 127,551 votes against; Dr. Hatsopoulos received 29,884,679 votes in favor of his election and 127,646 votes against; Mr. Hatsopoulos received 29,884,969 votes in favor of his election and 127,356 votes against; Mr. Smith received 29,884,255 votes in favor of his election and 128,070 votes against; Mr. Wood received 29,885,248 votes in favor of his election and 127,077 votes against; and Dr. Zervas received 29,865,669 votes in favor of his election and 146,656 votes against. No broker nonvotes were recorded on the election of directors. The shareholders also approved a proposal to amend the Directors Stock Option Plan to change the formula for the award of stock options to purchase common stock of the Company to its outside Directors as follows: 29,114,373 voted in favor, 784,647 shares voted against, and 113,305 shares abstained. No broker nonvotes were recorded on this proposal. Item 6 - Exhibits See Exhibit Index on the page immediately preceeding exhibits. 13PAGE Form 10-Q July 1, 1995 THERMEDICS INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized as of the 4th day of August 1995. THERMEDICS INC. Paul F. Kelleher ------------------------ Paul F. Kelleher Chief Accounting Officer John N. Hatsopoulos ------------------------ John N. Hatsopoulos Vice President and Chief Financial Officer 14PAGE Form 10-Q July 1, 1995 THERMEDICS INC. EXHIBIT INDEX Exhibit Number Document Page ------- ----------------------------------------------------- ---- 27 Financial Data Schedule. PAGE EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMEDICS INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JULY 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCAIL STATEMENTS. 1,000 6-MOS DEC-30-1995 JUL-01-1995 42,686 71,076 35,016 3,763 32,904 188,517 26,864 15,493 306,379 50,190 71,140 3,374 0 0 143,527 306,379 87,126 87,126 48,001 48,001 5,230 396 1,861 13,216 4,581 6,928 0 0 0 6,928 .21 0
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