-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWwxbq4VJ9Iml8cy+0K9+MENr1YfkBFtBUk1lvRQx1jZvGP05ajLuZikZvoGWFq2 NZazGqfs9jEnL/T50wAdmw== 0000795986-96-000039.txt : 19960613 0000795986-96-000039.hdr.sgml : 19960613 ACCESSION NUMBER: 0000795986-96-000039 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960329 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960612 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09786 FILM NUMBER: 96580163 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 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------------------- AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 1996 ________________________________________ THERMO INSTRUMENT SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 1-9786 04-2925809 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 1275 Hammerwood Avenue Sunnyvale, California 94089 (Address of principal executive offices) (Zip Code) (617) 622-1000 (Registrant's telephone number including area code) PAGE FORM 8-K/A Item 2. Acquisition or Disposition of Assets On March 29, 1996, Thermo Instrument Systems Inc. (the "Company") acquired a substantial portion of the Scientific Instruments Division of Fisons plc ("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer Inc., for 122,608,000 British pounds sterling in cash and the assumption of approximately 23,000,000 British pounds sterling of indebtedness. The purchase price is subject to post-closing adjustments equal to the amounts by which the value of the net tangible assets and net debt of the acquired businesses on the closing date are greater or less than, as the case may be, certain target amounts agreed to by the parties. The acquisition was made pursuant to an Amended and Restated Asset and Stock Purchase Agreement dated as of March 29, 1996 among the Company, Fisons and Thermo Electron Corporation (the "Agreement"). The Agreement superseded a prior agreement dated March 1, 1995 under which the Company had agreed to buy the entire Scientific Instruments Division of Fisons. The Agreement modified the original agreement by excluding from the businesses to be acquired by the Company substantially all of the mass spectrometer businesses of Fisons and a high-resolution mass spectrometer/ inductively-coupled plasma product. The parties excluded these product lines from the acquisition in order to address concerns raised by the United States Federal Trade Commission and antitrust authorities in England. The purchase price was based on the Company's determination of the fair value of the acquired businesses, and the terms of the Agreement were determined by arms-length negotiation among the parties. To finance the acquisition, the Company utilized approximately $98 million of available cash, in addition to borrowings of approximately $89 million from Thermo Electron Corporation ("Thermo Electron"). As of April 12, 1996, the Company repaid a portion of the borrowings from Thermo Electron. Remaining acquisition indebtedness of $65 million to Thermo Electron bears interest at a rate equal to the 90-day Commercial Paper Composite Rate plus 25 basis points, set at the beginning of each quarter, and is due April 11, 1997. The Company has no present intention to use the plant, equipment or other physical property acquired for purposes materially different from the purposes for which such assets were used prior to the acquisition. However, the Company will review the acquired businesses and their assets, corporate structure, capitalization, operations, properties, policies, management, and personnel. After completion of this review, the Company may develop alternative plans or proposals, including mergers, transfers of a material amount of assets or other transactions or changes relating to the acquired businesses. Any such transaction might involve Thermo Electron or another subsidiary of Thermo Electron. 2PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (a) Financial Statements of Business Acquired Attached hereto. 3PAGE Fisons Scientific Instruments Business Consolidated Financial Statements for the Year Ended December 31, 1995 PAGE REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Fisons plc: We have audited the accompanying consolidated financial statements of the Fisons Scientific Instruments business acquired by Thermo Instrument Systems Inc. ("the Business") which have been prepared on a standalone basis under the historical cost convention, as modified by the revaluation of certain fixed assets, and the accounting policies and basis of preparation set out on pages 7 to 9, and are expressed in pounds sterling. These financial statements are the responsibility of the management of Fisons plc. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United Kingdom. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in Notes 1 to 2 to the financial statements, separate consolidated financial statements were not previously prepared for the Business. In the past, certain Fisons plc costs were directly allocated to the Business for Group reporting purposes and a similar allocation has been made for the purposes of these financial statements. Accordingly, the costs included in these consolidated financial statements are not necessarily indicative of the actual costs that the Business may have incurred as an independent business. In our opinion, the financial statements referred to above present fairly in all material respects, the consolidated financial position of the Business at December 31, 1995 and the consolidated results of its operations and its cash flows for the year ended December 31, 1995 in conformity with generally accepted accounting principles in the United Kingdom. Price Waterhouse Chartered Accountants London, England June 12, 1996 2PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS CONSOLIDATED PROFIT AND LOSS ACCOUNT (In British pounds sterling) Year Ended December 31, (In millions) Note 1995 -------------------------------------------------------------------------- Turnover 4 229.3 Cost of sales (156.3) ------ Gross profit 73.0 Distribution and administrative expenses (79.1) ------ Operating loss 5 (6.1) Interest receivable 6 0.2 Interest payable and similar charges 6 (4.3) ------ Loss on ordinary activities before taxation (10.2) Taxation 7 (0.3) ------ Retained loss on ordinary activities after taxation (10.5) ====== All results relate to continuing operations. There is no material difference between the reported loss and the result on an unmodified historical cost basis. The notes on pages 7 to 16 form part of these accounts. 3PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS CONSOLIDATED BALANCE SHEET (In British pounds sterling) December 31, (In millions) Note 1995 -------------------------------------------------------------------------- FIXED ASSETS Tangible assets 8 49.2 ----- CURRENT ASSETS Stocks 9 47.3 Debtors 10 75.2 Cash at bank and in hand 14.4 ----- 136.9 CURRENT LIABILITIES Creditors: amounts falling due within one year 11 (91.9) ----- NET CURRENT ASSETS 45.0 ----- TOTAL ASSETS LESS CURRENT LIABILITIES 94.2 PROVISIONS FOR LIABILITIES AND CHARGES 12 (19.9) ----- 74.3 ===== FISONS NET INVESTMENT 74.3 ===== These accounts were approved on June 12, 1996. The notes on pages 7 to 16 form part of these reports. 4PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS CONSOLIDATED CASH FLOW STATEMENT (In British pounds sterling) Year Ended December 31, (In millions) Note 1995 -------------------------------------------------------------------------- NET CASH OUTFLOW FROM OPERATING ACTIVITIES 13 (13.3) RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 0.2 Interest paid (4.3) (4.1) ---- ----- (17.4) TAXATION PAID (1.1) ----- (18.5) INVESTING ACTIVITIES Purchase of tangible fixed assets (9.5) Sale of tangible fixed assets 4.2 (5.3) ---- ----- NET CASH OUTFLOW BEFORE FINANCING (23.8) FINANCING Fisons contribution 22.4 ----- DECREASE IN CASH AND CASH EQUIVALENTS 14 (1.4) ===== The notes on pages 7 to 16 form part of these accounts. 5PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS MOVEMENT IN FISONS NET INVESTMENT (In British pounds sterling) Year Ended December 31, (In millions) 1995 -------------------------------------------------------------------------- Retained loss for the year (10.5) Currency translation differences 0.9 Fisons contribution 22.4 ----- Movement in Fisons' net investment 12.8 FISONS' NET INVESTMENT AT JANUARY 1, 1995 61.5 ----- FISONS' NET INVESTMENT AT DECEMBER 31, 1995 74.3 ===== STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES (In British pounds sterling) Year Ended December 31, (In millions) 1995 -------------------------------------------------------------------------- Retained loss for the year (10.5) Currency translation differences 0.9 ----- Total recognized gains and losses for the year (9.6) ===== The notes on pages 7 to 16 form part of these accounts. 6PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION On March 2, 1995, Fisons plc and subsidiaries ("Fisons") announced the sale of its worldwide Scientific Instruments Division which manufactures and distributes throughout the world a range of scientific instruments. The sale of the majority of the division to Thermo Instrument Systems Inc. ("Thermo") was completed on March 29, 1996. These accounts consolidate the operations acquired by Thermo ("the Business"). The ultimate parent company of Fisons is Rhone-Poulenc SA. Comparative information has not been prepared, as it is not required. Separate financial statements have not been previously prepared as historically the Business has been managed as part of a division of Fisons. These consolidated financial statements have been prepared from Fisons' historical accounting records as if the operations of the Business in each country had been conducted exclusively within a wholly owned subsidiary of the Fisons' subsidiary in that country. Accordingly, net investment in the Business ("Fisons' net investment") is shown in lieu of shareholders' equity in the consolidated financial statements. Fisons' net investment consists of the accumulated earnings of the Business, accumulated currency translation adjustments, revaluation reserves, and contributions to or from Fisons, less goodwill and includes all amounts due to and owing from the Business. Contributions to or from Fisons include arrangements between Fisons and various entities of the Business which are normally not settled in cash. In those cases where amounts owing to or from Fisons are interest bearing, interest income and interest expense have been taken through the profit and loss account. The consolidated financial statements of the Business have been prepared in accordance with accounting principles generally accepted in the UK (UK GAAP). The assets and liabilities of the Business have been recorded in accordance with the accounting policies of Fisons set out at Note 3. The accounts reflect the financial position at December 31, 1995 and for the year then ended and do not reflect any adjustments that might be required by the new owner, Thermo. It should be noted that no separate formal tax assessment was ever prepared for the Business. Tax expense has been calculated as if the Business was a stand-alone taxpayer. Deferred tax has not been allocated to the Business as it is not practicable to do so, however, it is not estimated to be material. The Business' manufacturing operations are generally conducted at sites used exclusively by the Business. However, certain distribution activities are conducted at sites where other Fisons operations are present. At these shared sites, an estimate of the operating costs which relate to the Business have been allocated to the profit and loss account. In addition, the allocation of assets and liabilities recognize the underlying contractual terms agreed with Thermo. 7PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) As discussed in Note 16, there have been no allocations to the Business of the contingent liabilities of Fisons. As described in Note 17, pension costs have been accounted for on a cash basis as there is no practicable basis for allocation of the surpluses/deficiencies in the Fisons pension schemes. Certain other allocations have been made for purposes of preparing these consolidated financial statements as described in Note 2. 2. RELATED PARTIES Fisons incurs central general and administrative expenses. A proportion of these expenses have been allocated to the Business on a basis consistent with that used for external reporting by Fisons in previous years. However, such costs and allocations do not necessarily represent the level of costs which might have been incurred had the Business been operated on a stand-alone basis for the year. The expenses allocated for the year are 1.8 million British pounds sterling and are reflected in the profit and loss account in distribution and administrative expenses. 3. STATEMENT OF ACCOUNTING POLICIES The significant accounting policies used in the preparation of the consolidated financial statements of the Business are set out below. The consolidated financial statements have been prepared in accordance with applicable accounting standards under the historical cost convention with certain assets included at revalued amounts. Turnover Turnover represents sales by the Business to external customers. Foreign Currencies Assets and liabilities in foreign currencies are expressed in British pounds sterling at the rates of exchange ruling at December 31. The differences arising on translation are taken directly to reserves. The results for the year of overseas companies are expressed in British pounds sterling at the average rates of exchange prevailing during the year. Currency gains and losses on trading items are taken to the profit and loss account. Leases Rental payments under operating leases are charged to the profit and loss account over the lease term. 8PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Research and Development Expenditure Research and development expenditure is charged against trading profits as incurred. Intangible Assets Individual elements of purchased goodwill are either written off directly against reserves or are amortized through the profit and loss account. Other intangible assets are amortized through the profit and loss account. Fixed Assets and Depreciation Fixed assets are stated at cost or valuation less depreciation, except in the case of freehold land which is not depreciated. The values of land and buildings are professionally reviewed on a regular basis. Depreciation is provided on a straight-line basis at an annual rate over the expected economic lives of the assets. Within the following asset classifications the expected economic lives are approximately: (i) Freehold buildings (other than in iii) 50 years (ii) Leasehold land and buildings - long 50 years - short Life of lease (iii) Plant and equipment (including industrial buildings housing or linked to plant) 10 years (iv) Motor vehicles 4 years Stocks Stocks are stated at the lower of cost and net realizable value on a basis consistent with previous years. Cost includes appropriate overhead expenses. 9PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 4. SEGMENT INFORMATION The business operates within a single industry segment. The following geographical analysis is by location of operation. Year Ended December 31, 1995 --------------------------------------------- Continental North UK Europe America Other Total ----- ----------- ------- ----- ----- (In millions of British pounds sterling) Total turnover 82.8 148.0 70.0 11.6 312.4 Intersegment turnover (40.4) (37.6) (5.1) - (83.1) ----- ----- ----- ----- ----- External turnover 42.4 110.4 64.9 11.6 229.3 ===== ===== ===== ===== ===== Operating (loss)/profit (8.3) 3.0 (2.3) 1.5 (6.1) ===== ===== ===== ===== ===== Operating assets 44.6 39.2 7.4 1.4 92.6 ===== ===== ===== ===== ===== Operating assets excludes cash and borrowings. The geographical analysis of sales by destination is as follows: Year Ended December 31, 1995 ------------ (In millions of British pounds sterling) United Kingdom 18.8 Continental Europe 96.8 North America 57.8 Rest of the World 55.9 ----- 229.3 ===== 10PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 5. OPERATING LOSS IS STATED AFTER CHARGING: Year Ended December 31, 1995 ------------ (In millions of British pounds sterling) Depreciation of fixed assets 9.5 Operating lease rentals: Hire of plant and machinery 2.6 Other operating leases 3.9 Research and development expenditure 15.8 Pension cost (Note 17) 3.7 6. INTEREST Year Ended December 31, 1995 ------------ (In millions of British pounds sterling) Interest receivable: Third party interest income 0.2 ==== Interest payable and similar charges: Bank overdrafts and other short-term borrowings 1.2 Interest payable to Fisons 3.1 ---- Total interest payable and similar charges 4.3 ==== 7. TAXATION The taxation expense of 0.3 million British pounds sterling represents current tax relating to overseas subsidiaries. 11PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 8. TANGIBLE FIXED ASSETS Land and Buildings ------------------------------- Long Short Plant and Freehold Leasehold Leasehold Equipment Total -------- --------- --------- --------- ----- (In millions of British pounds sterling) Cost or valuation: At January 1, 1995 26.2 3.8 5.5 56.0 91.5 Currency translation differences 2.2 - - 2.5 4.7 Additions - 0.4 0.3 8.8 9.5 Disposals - (0.6) (0.9) (10.2) (11.7) ---- ---- ---- ----- ----- At December 31, 1995 28.4 3.6 4.9 57.1 94.0 ==== ==== ==== ===== ===== Being: Valuation at December 31, 1992 27.3 1.8 1.7 - 30.8 Cost 1.1 1.8 3.2 57.1 63.2 ---- ---- ---- ----- ----- 28.4 3.6 4.9 57.1 94.0 ==== ==== ==== ===== ===== Accumulated depreciation: At January 1, 1995 1.4 0.3 2.1 36.9 40.7 Currency translation differences 0.1 - - 2.0 2.1 Disposals - (0.1) (0.3) (7.1) (7.5) Charge for year 0.7 0.2 0.5 8.1 9.5 ---- ---- ---- ----- ----- At December 31, 1995 2.2 0.4 2.3 39.9 44.8 ==== ==== ==== ===== ===== Net book amount at December 31, 1995 26.2 3.2 2.6 17.2 49.2 ==== ==== ==== ===== ===== Net book amount at December 31, 1994 24.8 3.5 3.4 19.1 50.8 ==== ==== ==== ===== ===== 12PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 9. STOCKS December 31, 1995 -------------- (In millions of British pounds sterling) Raw materials 19.8 Work in progress 12.4 Finished products 15.1 ----- 47.3 ===== 10. DEBTORS December 31, 1995 -------------- (In millions of British pounds sterling) Amounts due within one year: Trade debtors 62.7 Other debtors 2.2 Prepayments and accrued income 4.8 ----- 69.7 ----- Amounts due beyond one year: Other debtors 5.5 ----- 75.2 ===== 13PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 11. CREDITORS: AMOUNTS PAYABLE WITHIN ONE YEAR December 31, 1995 -------------- (In millions of British pounds sterling) Bank loans and overdrafts 32.7 Trade creditors 16.5 Other creditors 17.8 Taxation and social security 7.0 Corporation tax 0.4 Accruals and deferred income 17.5 ----- 91.9 ===== 12. PROVISIONS FOR LIABILITIES AND CHARGES Provisions of 19.9 million British pounds sterling are in respect of other liabilities and include, principally, warranties and after sales provisions, insurance claims, and business restructuring. Amounts of 9.8 million British pounds sterling were provided in prior years for restructuring costs and were utilized during the year. 13. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Year Ended December 31, 1995 -------------- (In millions of British pounds sterling) Operating loss (6.1) Depreciation 9.5 Decrease in stock 4.6 Increase in debtors (1.3) Decrease in creditors and provisions (20.0) ----- (13.3) ===== 14PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 14. ANALYSIS OF CASH AND CASH EQUIVALENTS December 31, (In millions of British pounds sterling) 1995 -------------------------------------------------------------------------- At January 1, 1995 (15.0) Net cash outflow (1.4) Currency translation differences (1.9) ----- At December 31, 1995 (18.3) ===== Comprising: Cash at bank and in hand 14.4 Bank loans and overdrafts (32.7) ----- (18.3) ===== 15. LEASES The Business had annual commitments at December 31, 1995 under operating leases principally in respect of land and buildings summarized as follows: (In millions of British pounds sterling) -------------------------------------------------------------------------- Operating leases which expire: Within one year 1.4 Within two to five years 2.5 After five years 1.7 ----- 5.6 ===== 16. CONTINGENT LIABILITIES Fisons has contingent liabilities arising in the ordinary course of business, including bank guarantees. It is not practicable to allocate these contingent liabilities to the Business. Land and buildings are employed in the Business and no provision is made for the potential liability to taxation on any capital gains that would arise if they were disposed of at the value placed upon them in the accounts. The undistributed profits of certain overseas companies would be subject to further taxation if distributed as dividends. No provision for taxation has been made in respect of these profits because there is no intention to make any material distributions in the foreseeable future. 15PAGE FISONS SCIENTIFIC INSTRUMENTS BUSINESS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 17. POST-EMPLOYMENT BENEFITS Pensions Fisons operates a number of pension schemes throughout the world. All major schemes are of the defined benefit type and are funded to cover future pension liabilities after allowing for expected future earnings and pension increases. These schemes are administered independently of Fisons, generally by trusts, on the advice of independent qualified actuaries. The Business participates in these schemes. The financial statements include the cash cost of the schemes as it is not practicable to allocate the annual cost of providing for the benefits on an accruals basis to the Business. Particulars of the schemes will be disclosed in the Fisons accounts for the year ended December 31, 1995. Other Benefits Fisons operates post-retirement benefit plans for a number of its existing pensioners and employees. The most significant of these plans are in the UK and the U.S. and are for varying benefits relating to medical and dental care and life cover. The financial statements include the cash cost of the plans as it is not practicable to allocate the annual cost of providing for the benefits on an accruals basis to the Business. Particulars of the plans will be disclosed in the Fisons accounts for the year ended December 31, 1995. 16PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (b) Pro Forma Combined Condensed Financial Information The following unaudited pro forma combined condensed financial statement sets forth the results of operations for the year ended December 30, 1995, as if the acquisition of a substantial portion of the Scientific Instruments Division of Fisons by the Company had occurred at the beginning of 1995 and assuming there are no post-closing purchase price adjustments. The acquisition has been accounted for using the purchase method of accounting. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the acquisition of the Fisons Scientific Instruments Business been consummated at the beginning of 1995. The financial statements filed under part (a) of this item should be read in conjunction with the pro forma combined condensed financial statement. 4PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME Year Ended December 30, 1995 (Unaudited) Historical Pro Forma ----------------------- --------------------- Fisons Scientific Thermo Instruments Instrument Business Adjustments Combined ---------- ----------- ----------- -------- (In thousands except per share amounts) Revenues $782,662 $362,294 $ - $1,144,956 -------- -------- -------- ---------- Costs and Expenses: Cost of revenues 403,443 246,954 3,037 653,434 Selling, general and administrative expenses 220,436 100,014 4,496 324,946 Research and development expenses 54,314 24,964 - 79,278 Write-off of acquired technology - - 3,500 3,500 -------- -------- -------- ---------- 678,193 371,932 11,033 1,061,158 -------- -------- -------- ---------- Operating Income (Loss) 104,469 (9,638) (11,033) 83,798 Interest Income 14,646 316 (6,154) 8,808 Interest Expense (includes $5,512 to parent company) (18,129) (6,794) (5,589) (30,512) Gain on Issuance of Stock by Subsidiaries 20,128 - - 20,128 Gain on Sale of Related Party Investments 2,227 - - 2,227 -------- -------- -------- ---------- Income (Loss) from Continuing Operations Before Income Taxes and Minority Interest 123,341 (16,116) (22,776) 84,449 Provision for Income Taxes 42,713 474 (6,866) 36,321 Minority Interest Expense 1,324 - - 1,324 -------- -------- -------- ---------- Income (Loss) from Continuing Operations 79,304 (16,590) (15,910) 46,804 Income from Discontinued Operations 2 - - 2 -------- -------- -------- ---------- Net Income (Loss) $ 79,306 $(16,590) $(15,910) $ 46,806 ======== ======== ======== ========== Earnings per Share from Continuing Operations: Primary $ .88 $ .52 ======== ========= Fully diluted $ .80 $ .49 ======== ========= 5PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (continued) Year Ended December 30, 1995 (Unaudited) Historical Pro Forma ----------------------- --------------------- Fisons Scientific Thermo Instruments Instrument Business Adjustments Combined ---------- ----------- ----------- -------- (In thousands except per share amounts) Earnings per Share: Primary $ .88 $ .52 ======== ========= Fully diluted $ .80 $ .49 ======== ========= Weighted Average Shares: Primary 90,578 90,578 ======== ========= Fully diluted 106,952 106,952 ======== ========= See notes to pro forma combined condensed financial statements. 6PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The Fisons Scientific Instruments Business consolidated profit and loss account for the year ended December 31, 1995, which is denominated in British pounds sterling, has been translated at the average exchange rate of 1.58 British pounds sterling per U.S. dollar for the pro forma combined condensed statement of income. No material changes are required to conform the results of operations of the Fisons Scientific Instruments Business to United States generally accepted accounting principles. The allocation of the purchase price is based on an estimate of the fair market value of the net assets acquired and is subject to adjustment. To date, no information has been gathered that would cause the Company to believe that the final allocation of the purchase price will be materially different than the preliminary estimate. Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of Income (In thousands, except in text) Year Ended December 30, 1995 ------------- Debit (Credit) Cost of Revenues Increase in the finished goods inventory of the Scientific Instruments Business to the estimated selling price, less the sum of the costs of disposal and a reasonable profit allowance for the Company's selling efforts $ 3,037 ------- Selling, General and Administrative Expenses Reversal of general and administrative expenses charged to the Scientific Instruments Business by Fisons and included in the historical profit and loss account for the year ended December 31, 1995 (2,844) Service fee of 1.20% of the revenues of the Scientific Instruments Business for the year ended December 31, 1995, for services that would have been provided under a services agreement between the Company and Thermo Electron Corporation 4,348 Amortization over 40 years of $119,680,000 of cost in excess of net assets of acquired companies created by the acquisition of the Fisons Scientific Instruments Business 2,992 ------- 4,496 ------- 7PAGE FORM 8-K/A THERMO INSTRUMENT SYSTEMS INC. NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (continued) (Unaudited) Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed Statement of Income (In thousands, except in text) (continued) Year Ended December 30, 1995 ------------- Debit (Credit) Write-off of Acquired Technology Write-off of acquired technology in connection with the acquisition of the Fisons Scientific Instruments Business $ 3,500 ------- Interest Income Decrease in interest income earned attributable to the lower cash position as a result of the total cash payment of $98 million to acquire the Fisons Scientific Instruments Business, calculated using the 90-day Commercial Paper Composite Rate plus 25 basis points, or 6.28% for the year ended December 30, 1995 6,154 ------- Interest Expense Increase in interest expense as a result of the issuance of an $89 million promissory note to Thermo Electron to finance the acquisition of the Fisons Scientific Instruments Business, calculated using the 90-day Commercial Paper Composite Rate plus 25 basis points, or 6.28% for the year ended December 30, 1995 5,589 ------- Provision for Income Taxes Income tax benefit associated with the adjustments above (excluding increase in finished goods inventory and amortization of cost in excess of net assets of acquired companies), calculated at the Company's statutory income tax rate of 41% (6,866) ------- 8PAGE FORM 8-K/A Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (c) Exhibits 23 Consent of Price Waterhouse 9PAGE FORM 8-K/A 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, on this 12th day of June 1996. THERMO INSTRUMENT SYSTEMS INC. Paul F. Kelleher ------------------------------ Paul F. Kelleher Chief Accounting Officer EX-23 2 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 33-42270) dated August 15, 1991, Registration Statement on Form S-3 (No. 33-69526) dated September 28, 1993, Registration Statement on Form S-3 (No. 33-02163) dated March 29, 1996, Registration Statement on Form S-8 (No. 33-14980) dated June 11, 1987, Registration Statement on Form S-8 (No. 33-16461) dated August 12, 1987, Registration Statement on Form S-8 (No. 33-14974) dated June 10, 1987, Post Effective Amendment to Registration Statement on Form S-4 (No. 33-32579-02) dated February 21, 1990 on Form S-8, Registration Statement on Form S-8 (No. 33-33577) dated February 21, 1990, Registration Statement on Form S-8 (No. 33-36221) dated August 2, 1990, and Registration Statement on Form S-8 (No. 33-37866) dated November 15, 1990 of Thermo Instrument Systems Inc. of our report dated June 12, 1996 relating to the consolidated financial statements of the Fisons Scientific Instruments Business, which appears in the Current Report on Form 8-K/A of Thermo Instrument Systems Inc. dated June 12, 1996. Price Waterhouse London, England June 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----