-----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, t3jp8AK3PRkSMqMlYj53w7yXVFTO5qOez2HPn6lLbLy7Pe47wBynSuSUjenYPaFA WXfWtwhOWN5VWQz7N3+G+Q== 0000795986-94-000010.txt : 19940811 0000795986-94-000010.hdr.sgml : 19940811 ACCESSION NUMBER: 0000795986-94-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940702 FILED AS OF DATE: 19940809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: 3829 IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09786 FILM NUMBER: 94542493 BUSINESS ADDRESS: STREET 1: 504 AIRPORT RD STREET 2: P O BOX 2108 CITY: SANTA FE STATE: NM ZIP: 87504 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 10-Q 1 THI Q2 94 10-Q 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 2, 1994. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 1-9786 THERMO INSTRUMENT SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 04-2925809 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 504 Airport Road Post Office Box 2108 Santa Fe, New Mexico 87504-2108 (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 29, 1994 ---------------------------- ---------------------------- Common Stock, $.10 par value 47,080,716 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. PART I - Financial Information Item 1 - Financial Statements (a) Consolidated Balance Sheet - Assets as of July 2, 1994 and January 1, 1994 (In thousands) July 2, Jan. 1, 1994 1994 -------- -------- Current Assets: Cash and cash equivalents $113,971 $177,442 Available-for-sale investments, at quoted market value (amortized cost of $20,939) (includes $3,334 of related party debentures) (Note 3) 21,902 - Short-term investments in related party debentures - 6,145 Accounts receivable, net 138,343 129,184 Unbilled contract costs and fees 4,869 6,907 Inventories: Raw materials and supplies 68,701 53,322 Work in process and finished goods 62,644 44,230 Prepaid expenses 5,616 5,131 Prepaid income taxes 32,782 24,212 -------- -------- 448,828 446,573 -------- -------- Property, Plant and Equipment, at Cost 164,476 160,472 Less: Accumulated depreciation and amortization 38,694 39,185 -------- -------- 125,782 121,287 -------- -------- Investment in Thermo Terra Tech Joint Venture (Note 4) 32,022 - -------- -------- Patents and Other Assets 26,185 27,820 -------- -------- Cost in Excess of Net Assets of Acquired Companies (Note 2) 331,749 295,461 -------- -------- $964,566 $891,141 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 2 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (a) Consolidated Balance Sheet - Liabilities and Shareholders' Investment as of July 2, 1994 and January 1, 1994 (In thousands except share amounts) July 2, Jan. 1, 1994 1994 -------- -------- Current Liabilities: Notes payable $ 40,487 $ 37,516 Accounts payable 36,868 29,658 Accrued payroll and employee benefits 27,881 22,737 Accrued income taxes 25,242 18,653 Customer deposits 6,713 9,699 Accrued installation and warranty expenses 16,006 14,111 Other accrued expenses 88,339 70,079 Due to parent company 9,073 6,067 -------- -------- 250,609 208,520 -------- -------- Deferred Income Taxes 19,674 19,542 -------- -------- Other Deferred Items 19,085 18,863 -------- -------- Long-term Obligations: Senior obligations, including $140,000 due to parent company 210,000 210,000 Subordinated obligations, including $2,034 and $2,734 due to parent company 41,411 52,303 Other 22,503 23,858 -------- -------- 273,914 286,161 -------- -------- Shareholders' Investment: Common stock, $.10 par value, 125,000,000 shares authorized; 47,855,516 and 47,078,660 shares issued 4,786 4,708 Capital in excess of par value 229,755 219,703 Retained earnings 179,301 152,364 Treasury stock at cost, 799,695 and 867,087 shares (14,743) (15,850) Cumulative translation adjustment 1,579 (2,870) Net unrealized gain on available-for-sale investments (Note 3) 606 - -------- -------- 401,284 358,055 -------- -------- $964,566 $891,141 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 3 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (b) Consolidated Statement of Income for the three months ended July 2, 1994 and July 3, 1993 (In thousands except per share amounts) Three Months Ended ------------------ July 2, July 3, 1994 1993 -------- -------- Revenues: Instruments $162,615 $125,796 Services - 14,619 -------- -------- 162,615 140,415 -------- -------- Costs and Expenses: Cost of instrument revenues 83,828 63,870 Cost of service revenues - 11,236 Selling, general and administrative expenses 42,734 35,355 Research and development expenses 11,314 8,729 -------- -------- 137,876 119,190 -------- -------- Operating Income 24,739 21,225 Interest Income 1,196 287 Interest Expense (includes $1,348 and $596 related to notes to parent company) (3,992) (3,155) Equity in Income of Unconsolidated Subsidiaries (includes $897 of income in related party investment in 1994) (Note 4) 971 76 Gain on Sale of Related Party Investments 2,000 - -------- -------- Income Before Provision for Income Taxes 24,914 18,433 Provision for Income Taxes 10,830 7,927 -------- -------- Net Income $ 14,084 $ 10,506 ======== ======== Earnings per Share: Primary $ .30 $ .24 ======== ======== Fully diluted $ .28 $ .23 ======== ======== Weighted Average Shares: Primary 46,970 44,594 ======== ======== Fully diluted 56,565 49,709 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 4 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (b) Consolidated Statement of Income for the six months ended July 2, 1994 and July 3, 1993 (In thousands except per share amounts) Six Months Ended ------------------ July 2, July 3, 1994 1993 -------- -------- Revenues: Instruments $310,202 $262,260 Services 12,195 27,903 -------- -------- 322,397 290,163 -------- -------- Costs and Expenses: Cost of instrument revenues 158,745 134,219 Cost of service revenues 9,493 21,529 Selling, general and administrative expenses 83,762 73,939 Research and development expenses 20,420 18,585 -------- -------- 272,420 248,272 -------- -------- Operating Income 49,977 41,891 Interest Income 2,738 648 Interest Expense (includes $2,704 and $1,381 related to notes to parent company) (8,090) (6,935) Equity in Income of Unconsolidated Subsidiaries (includes $897 of income in related party investment in 1994) (Note 4) 1,036 108 Gain on Sale of Related Party Investments 2,000 - -------- -------- Income Before Provision for Income Taxes 47,661 35,712 Provision for Income Taxes 20,725 15,357 -------- -------- Net Income $ 26,936 $ 20,355 ======== ======== Earnings per Share: Primary $ .58 $ .46 ======== ======== Fully diluted $ .53 $ .44 ======== ======== Weighted Average Shares: Primary 46,772 44,259 ======== ======== Fully diluted 56,572 49,695 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 5 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (c) Consolidated Statement of Cash Flows for the six months ended July 2, 1994 and July 3, 1993 (In thousands) Six Months Ended ------------------ July 2, July 3, 1994 1993 -------- -------- Operating Activities: Net income $ 26,936 $ 20,355 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,841 11,160 Provision for losses on accounts receivable 534 737 Decrease in deferred income taxes (3) (687) Equity in income of unconsolidated subsidiaries (1,036) (108) Gain on sale of related party investments (2,000) - Other noncash expenses 1,546 1,790 Changes in current accounts, excluding the effects of acquisitions: Accounts receivable 16,599 (15,694) Inventories (5,058) 3,811 Other current assets (3) 692 Accounts payable 2,356 (15,422) Other current liabilities (8,450) (2,044) -------- -------- Net cash provided by operating activities 43,262 4,590 -------- -------- Investing Activities: Acquisitions, net of cash acquired (Note 2) (91,701) (86,519) Sale of Nicolet Biomedical - 67,900 Purchases of long-term investments 303 (2,132) Purchases of available-for-sale investments (18,250) - Proceeds from sale and maturities of available-for-sale investments 6,000 - Purchases of property, plant and equipment (3,701) (4,356) Other 628 612 -------- -------- Net cash used in investing activities (106,721) (24,495) -------- -------- Financing Activities: Proceeds from issuance of obligations to parent company - 89,000 Repayment of obligation to parent company - (69,000) Proceeds from issuance of long-term obligations 75 - Repayment and repurchase of long-term obligations (1,465) (3,247) Proceeds from issuance of common stock 570 526 Purchases of Company common stock - (820) -------- -------- Net cash provided by (used in) financing activities (820) 16,459 -------- -------- Exchange Rate Effect on Cash 808 (350) -------- -------- Decrease in Cash and Cash Equivalents (63,471) (3,796) Cash and Cash Equivalents at Beginning of Period 177,442 25,939 -------- -------- Cash and Cash Equivalents at End of Period $113,971 $ 22,143 ======== ======== 6 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (c) Consolidated Statement of Cash Flows for the six months ended July 2, 1994 and July 3, 1993 (continued) (In thousands) Six Months Ended ------------------ July 2, July 3, 1994 1993 -------- -------- Cash Paid For: Interest $ 7,016 $ 5,612 Income taxes $ 12,430 $ 1,711 Noncash Financing Activities: Conversions of convertible obligations $ 10,892 $ 18,560 The accompanying notes are an integral part of these consolidated financial statements. 7 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (d) Notes to Consolidated Financial Statements - July 2, 1994 1. General The interim consolidated financial statements presented have been prepared by Thermo Instrument Systems 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 2, 1994 and July 3, 1993, (b) the financial position at July 2, 1994, and (c) the cash flows for the six-month periods ended July 2, 1994 and July 3, 1993. Interim results are not necessarily indicative of results for a full year. The consolidated balance sheet presented as of January 1, 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 January 1, 1994, filed with the Securities and Exchange Commission. 2. Acquisition On March 16, 1994, the Company completed the acquisition of several businesses within the EnviroTech Measurements & Controls group of Baker Hughes Incorporated for a purchase price of approximately $87.3 million in cash, subject to a post-closing adjustment. The Company acquired the EnviroTech Controls, Noran Instruments, TN Technologies, and Tremetrics businesses, which collectively design, manufacture, and market a variety of process control, process measurement, and laboratory analytical products for use in a wide range of industrial, energy, environmental, and research applications. This acquisition has been accounted for using the purchase method of accounting and the results of operations of the acquired businesses have been included in the accompanying financial statements from the date of acquisition. The aggregate cost of this acquisition exceeded the estimated fair value of the acquired net assets by $53.8 million, which is being amortized over 40 years. Allocation of the purchase price was based on an estimate of the fair value of the net assets acquired and is subject to adjustment. Based on unaudited data, the following table presents selected financial information for the Company and the acquired businesses on a pro forma basis, assuming the companies had been combined since the beginning of 1993. 8 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (d) Notes to Consolidated Financial Statements - July 2, 1994 (continued) 2. Acquisition (continued) Three Months Ended Six Months Ended ------- ------------------ July 3, July 2, July 3, (In thousands except per share amounts) 1993 1994 1993 -------------------------------------------------------------------- Revenues $171,919 $344,081 $357,829 Net income 8,346 25,161 18,573 Earnings per share: Primary .19 .54 .42 Fully diluted .18 .50 .41 The pro forma results include the Company's historical statements, which include the environmental services businesses that comprised the Company's Services segment. Effective April 4, 1994, the environmental services businesses are no longer consolidated with the Company's results (Note 4). The pro forma results are not necessarily indicative of future operations or the actual results that would have occurred had the acquisition been made at the beginning of 1993. 3. Available-for-sale Investments Effective January 2, 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." In accordance with SFAS No. 115, the Company's debt and marketable equity securities are considered "Available-for-sale investments" in the accompanying balance sheet and are carried at market value, with the difference between cost and market value, net of related tax effects, recorded currently as a component of shareholders' investment titled "Net unrealized gain on available-for-sale investments." "Net unrealized gain on available-for-sale investments" consists of (1) an unrealized gain, net of related tax effects, of $1,885,000 that was recorded as a cumulative effect of change in accounting principle adjustment and (2) an unrealized loss, net of related tax effects, of $1,279,000 relating to the decline in market value of available-for-sale investments for the six-month period ended July 2, 1994. Available-for-sale investments in the accompanying balance sheet at July 2, 1994, represent investments in corporate bonds. The difference between the market value and the cost basis of available-for-sale investments was $963,000 at July 2, 1994, which represents gross unrealized gains of $1,049,000 and gross unrealized losses of $86,000 on those investments. Available-for-sale investments in the accompanying balance sheet at July 2, 1994, include $18,568,000 with contractual maturities of one year or less and $3,334,000 with contractual maturities of over one year through five years. Expected maturities, as classified in the 9 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. (d) Notes to Consolidated Financial Statements - July 2, 1994 (continued) 3. Available-for-sale Investments (continued) accompanying balance sheet, may differ from contractual maturities as a result of the Company's intent to sell these securities prior to maturity and as a result of put and call options that enable either the Company and/or the issuer to redeem these securities at an earlier date. The cost of available-for-sale investments that were sold was based on specific identification in determining realized gains recorded in the accompanying statement of income. "Gain on sale of related party investments" in the accompanying statement of income for the six-month period ended July 2, 1994, resulted from gross realized gains relating to the sale of available-for-sale investments. 4. Joint Venture Effective April 4, 1994, the Company formed an environmental services joint venture with Thermo Process Systems Inc. (Thermo Process), another public subsidiary of Thermo Electron Corporation. The joint venture will operate under the name Thermo Terra Tech. The Company contributed the analytical laboratories and the nuclear health physics and environmental science and engineering services businesses that comprised its Services segment. Thermo Process contributed its recently acquired environmental laboratory business, which specializes in fast-response testing of petroleum-contaminated soils and groundwater, and approximately $31 million in cash and short-term investments. The Company owns 49% of Thermo Terra Tech and accounts for its interest in the joint venture under the equity method. Under the terms of the joint venture agreement, 66.67% of income earned by the joint venture after April 4, 1994, will be allocated to the Company until the first to occur of (a) the joint venture has accumulated $5.1 million in net profits, (b) April 1, 1995, or (c) the date on which at least 70% of Thermo Process' cash contribution to the joint venture is first invested in one or more additional businesses. Thereafter, the Company's share of the joint venture's income will be 49%. The Company's environmental services businesses had revenues of $55.2 million and $12.2 million for the year ended January 1, 1994 and the three-month period ended April 2, 1994, respectively. 10 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Second Quarter 1994 Compared With Second Quarter 1993 Revenues for the second quarter of 1994 increased 16% to $162.6 million from $140.4 million in 1993. Instruments segment revenues increased $36.8 million, or 29%, to $162.6 million in the second quarter of 1994 from $125.8 million in 1993. The increase was due to acquisitions which include the radiation safety measurement products and radiometry process control divisions of FAG Kugelfischer Georg Shafer AG in October 1993 and several businesses within the EnviroTech Measurements & Controls group of Baker Hughes Incorporated (Baker Hughes) in March 1994. There were no revenues for the Services segment in the second quarter of 1994, compared with $14.6 million in 1993. Effective April 4, 1994, the Company contributed the businesses that comprised its Services segment to Thermo Terra Tech in exchange for a 49% ownership interest in that joint venture. As a result, the Services segment operations are no longer consolidated in the Company's financial statements. (See Note 4 to Consolidated Financial Statements.) The Company's gross profit margin increased to 48% in the second quarter of 1994 from 47% for the same period in 1993. Gross profit margin for the Instruments segment decreased to 48% in the second quarter of 1994 from 49% in 1993 due to changes in product mix. Gross profit margin for the Services segment was 23% in 1993. Selling, general and administrative expenses as a percentage of revenues increased to 26% in the second quarter of 1994 from 25% for the same period in 1993 as a result of higher costs as a percentage of revenues for acquired businesses. Research and development expenses remained relatively unchanged at 7.0% of Instruments segment revenues in the second quarter of 1994, compared with 6.9% in 1993. Interest income increased to $1.2 million in the second quarter of 1994 from $0.3 million for the same period in 1993 primarily as a result of interest income earned on the net proceeds from the issuance of the 3 3/4% senior obligations in September 1993, offset in part by the cash used to purchase several businesses within the EnviroTech Measurements & Controls group of Baker Hughes in the first quarter of 1994. Interest expense increased to $4.0 million in 1994 from $3.2 million in 1993, due primarily to the issuance of the 3 3/4% senior obligations, offset in part by the reduction in interest expense as a result of the repayment in 1993 of debt incurred in connection with acquisitions. The Company recorded a gain of $2.0 million in the second quarter of 1994 on the sale of part of its investment in Thermedics Inc. (Thermedics) convertible debentures. Thermedics is a majority-owned subsidiary of Thermo Electron Corporation (Thermo Electron). 11 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) First Six Months 1994 Compared With First Six Months 1993 Revenues for the first six months of 1994 increased 11% to $322.4 million from $290.2 million for the same period in 1993. Instruments segment revenues increased $47.9 million, or 18%, to $310.2 million in 1994 from $262.3 million in 1993 due to acquisitions, net of the sale of the biomedical instruments products business of the Company's Nicolet Instrument Corporation (Nicolet Biomedical) subsidiary to Thermo Electron, effective April 5, 1993. Nicolet Biomedical accounted for $12.6 million of revenues in the first quarter of 1993. Acquisitions include those discussed in the results of operations for the second quarter, as well as the acquisition of Spectra Physics Analytical in February 1993. Services segment revenues were $12.2 million for the three-month period ended April 2, 1994, and $27.9 million for the first six months of 1993. This reduction reflects the formation of the Thermo Terra Tech joint venture, effective April 4, 1994. The Company's gross profit margin increased to 48% for the first six months of 1994 from 46% for the same period in 1993. Gross profit margin for the Instruments segment remained unchanged at 49% in the first six months of both 1994 and 1993. Gross profit margin for the Services segment was relatively unchanged at 22.2% in the first six months of 1994, compared with 22.8% in 1993. Selling, general and administrative expenses as a percentage of revenues increased to 26% in the first six months of 1994 from 25% in 1993 primarily as a result of higher costs as a percentage of revenues for acquired businesses. Research and development expenses decreased to 6.6% of Instruments segment revenues in 1994 from 7.1% in 1993, primarily due to the sale of Nicolet Biomedical. Interest income was $2.7 million in the first six months of 1994, compared with $0.6 million for the same period in 1993. Interest expense was $8.1 million in 1994, compared with $6.9 million in 1993. The reasons for these increases are the same as those discussed in the results of operations for the second quarter. "Equity in income of unconsolidated subsidiaries" in the first six months of 1994 primarily represents the Company's portion of the results of Thermo Terra Tech (see Note 4 to Consolidated Financial Statements). The effective tax rate was 43.5% and 43.0% in the first six months of 1994 and 1993, respectively. These rates exceeded the statutory federal income tax rate primarily due to nondeductible amortization of cost in excess of net assets of acquired companies, the inability to provide a tax benefit on losses incurred at certain subsidiaries, and the impact of state income taxes. 12 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Financial Condition Liquidity and Capital Resources Consolidated working capital at July 2, 1994, was $198.2 million, compared with $238.1 million at January 1, 1994, a decrease of $39.8 million. Included in working capital are cash, cash equivalents, and short-term investments of $135.9 million at July 2, 1994, and $183.6 million at January 1, 1994. In March 1994 the Company acquired certain businesses within the EnviroTech Measurements & Controls group of Baker Hughes for $87.3 million in cash, subject to a post-closing adjustment (see Note 2 to Consolidated Financial Statements). During the remainder of 1994, the Company plans to make expenditures of approximately $7.3 million for property, plant and equipment. The Company plans to make these expenditures from working capital. The Company believes that the remainder of its existing resources are sufficient to meet the capital requirements of its existing operations for the foreseeable future. Item 4 - Submission of Matters to a Vote of Security Holders On May 23, 1994, at the Annual Meeting of Shareholders, the shareholders elected 10 incumbent directors to a one-year term expiring in 1995. The directors reelected at the meeting were: Marshall J. Armstrong, Frank Borman, Elias P. Gyftopoulos, George N. Hatsopoulos, John N. Hatsopoulos, Robert C. Howard, Frank Jungers, Robert A. McCabe, Arvin H. Smith, and Polyvios Vintiadis. Messrs. Borman, Gyftopoulos, J. Hatsopoulos, Howard, Jungers, and McCabe each received 38,613,776 shares voted in favor of election and 17,499 shares voted against, Messrs. Armstrong and G. Hatsopoulos each received 38,613,691 shares voted in favor of election and 17,584 shares voted against, Mr. Smith received 38,613,770 shares voted in favor of election and 17,505 shares voted against, and Mr. Vintiadis received 38,613,450 shares voted in favor of election and 17,825 shares voted against. No abstentions or broker nonvotes were recorded on the election of directors. 13 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS INC. PART II - Other Information Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits See Exhibit Index on the page immediately preceding exhibits. (b) Reports on Form 8-K On May 28, 1994, the Company filed an amendment on Form 8-K/A the purpose of which was to file the financial information required by Form 8-K concerning the acquisition of the EnviroTech Controls, Noran Instruments, TN Technologies, and Tremetrics businesses of Baker Hughes Incorporated on March 16, 1994. 14 FORM 10-Q July 2, 1994 THERMO INSTRUMENT SYSTEMS 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 9th day of August 1994. THERMO INSTRUMENT SYSTEMS INC. Paul F. Kelleher ------------------------------- Paul F. Kelleher Chief Accounting Officer John N. Hatsopoulos ------------------------------- John N. Hatsopoulos Chief Financial Officer 15 EXHIBIT INDEX Exhibit Number Document Page 11 Statement re: Computation of earnings per share EX-11 2 EXHIBIT 11 - THI Q2 94 10-Q Exhibit 11 THERMO INSTRUMENT SYSTEMS INC. Computation of Earnings per Share Three Months Ended Six Months Ended ----------------------- ---------------------- July 2, July 3, July 2, July 3, 1994 1993 1994 1993 ----------- ----------- ------------ ---------- Computation of Fully Diluted Earnings per Share: Income: Net income $14,084,000 $10,506,000 $26,936,000 $20,355,000 Add: Convertible debenture interest, net of tax 1,580,000 746,000 3,211,000 1,592,000 ----------- ----------- ----------- ----------- Income applicable to common stock assuming full dilution (a) $15,664,000 $11,252,000 $30,147,000 $21,947,000 ----------- ----------- ----------- ----------- Shares: Weighted average shares outstanding 46,970,213 44,593,981 46,771,620 44,258,841 Add: Shares issuable from assumed exercise of convertible debentures 9,387,338 4,833,982 9,565,546 5,121,432 Shares issuable from assumed exercise of options (as determined by the application of the treasury stock method) 206,987 280,940 234,588 314,239 ----------- ----------- ----------- ----------- Weighted average shares outstanding, as adjusted (b) 56,564,538 49,708,903 56,571,754 49,694,512 ----------- ----------- ----------- ----------- Fully Diluted Earnings per Share (a) / (b) $ .28 $ .23 $ .53 $ .44 =========== =========== ========== =========== -----END PRIVACY-ENHANCED MESSAGE-----