-----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, UmnFBccjnGYTefWmkW/3yOYcL8CYjzoLbCdWJgWtrumfv/CO/PNGviBQMMtFX2co gBh/SBw6dfHdq5njkCBwIA== 0000097745-01-500038.txt : 20010516 0000097745-01-500038.hdr.sgml : 20010516 ACCESSION NUMBER: 0000097745-01-500038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08002 FILM NUMBER: 1635084 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 8-K 1 tmo8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2001 ---------------------------------------- THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-8002 04-2209186 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification Number) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02454-9046 (Address of principal executive offices) (Zip Code) (781) 622-1000 (Registrant's telephone number including area code) This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Risk Factors" in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2000. These include risks and uncertainties relating to: integration of the company's instrument businesses, the ability to improve internal growth, liquidity and prospective performance of the subsidiaries to be spun off, the company's guarantee of obligations of the subsidiaries to be spun off, the effect of exchange rate fluctuations on international operations, potential impairment of goodwill, the need to develop new products and adapt to significant technological change, dependence on customers that operate in cyclical industries, the effect of changes in governmental regulations, and dependence on customers' capital spending policies and government funding policies. Item 5. Other Events On April 26, 2001, the Registrant issued a press release, attached hereto as Exhibit 99, regarding its financial results for the quarter ended March 31, 2001. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Exhibits 99 Press Release dated April 26, 2001. SIGNATURE 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 15th day of May, 2001. THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi ------------------------------------ Theo Melas-Kyriazi Vice President and Chief Financial Officer Thermo Electron Reports Cash EPS of $.21 and Internal Revenue Growth of 14 Percent WALTHAM, Mass., April 26, 2001 - Thermo Electron Corporation (NYSE:TMO) today reported that diluted cash operating EPS rose 31 percent to $.21 for the first quarter of 2001, up from $.16 in the year-ago period. Internal revenue growth was 14 percent, excluding unfavorable foreign currency effects of 4 percent. First quarter cash operating margins rose to 10.9 percent from 10.5 percent.* "Once again, we have delivered strong organic revenue and earnings growth, even as market conditions have become more challenging," said Richard F. Syron, chairman and chief executive officer of Thermo Electron. "We have a lot of momentum coming out of last month's successful Pittcon tradeshow, where we received significant attention from customers and competitors alike for our unified branding strategy and new-product introductions. And we are focused squarely on serving our customers better by continuing to integrate the businesses. For example, we have embarked upon an intensive review of our real estate holdings around the world to combine locations. One benefit is to reduce costs and improve our operating margins. Another is to make it easier for our employees to collaborate, which, in turn, will enable us to be ever more responsive to our customers' needs." Commenting on economic and market conditions and prospects, Mr. Syron said, "We had another solid quarter. While there are uncertainties in the global economy, we are maintaining our targets of 8 percent top-line growth and $1.00 cash operating EPS for the year. We believe our spectrum of instrument technologies, products, and service offerings is a natural hedge against a slowdown in any particular industry. However, we are keeping a watchful eye on developments in the markets we serve and are taking swift action to adjust our spending plans in those businesses that are adversely affected. That said, we are not sacrificing our investments in opportunities that will lead to future growth." The company's revenues for the quarter were $573 million, compared with $577 million in 2000. Comparative results were affected by the inclusion in 2000 of businesses subsequently sold, and, to a lesser extent, foreign currency effects. These decreases were substantially offset by internal sales growth. In its discontinued operations, the company recorded a $66 million aftertax charge, representing a decline in the market value of the Thoratec Corporation shares that Thermo Electron received from the sale of Thermo Cardiosystems. This resulted in a net loss of $45 million for the quarter. Life Sciences Internal revenue growth for the Life Sciences sector was 12 percent for the first quarter, with revenues of $209 million. Growth was driven by strong sales of drug discovery tools, including our ion trap mass spectrometers, which increased 26 percent, as well as double-digit sales growth in sample-preparation equipment. Also contributing to sector growth were higher sales of our rapid diagnostic tests, which increased 21 percent. Cash operating income margin for the sector was 16.1 percent for the 2001 quarter, compared with 16.9 percent in 2000. Improved margins in sample-preparation equipment, biosciences, and clinical diagnostics were offset by substantial new investments in proteomics. - ------- * Cash operating EPS and cash operating margin, except where otherwise noted, exclude amortization of goodwill and intangibles, restructuring and unusual items, the results of discontinued operations, the cumulative effect of change in accounting principle, and in 2000, extraordinary item. Internal revenue growth excludes the effects of foreign currency. Optical Technologies Internal revenue growth for the Optical Technologies sector was 36 percent for the first quarter, with revenues of $140 million. Revenues at Spectra-Physics rose 44 percent, with growth in the balance of the sector up 31 percent. Growth drivers included strong demand for solid-state lasers used in industrial, R&D, and life sciences applications; increased sales of photonics products, particularly diffraction gratings for photolithography and fiber-optic systems; as well as increased sales of molecular beam epitaxy systems. Cash operating income margin for Optical Technologies was 9.8 percent for the 2001 quarter, compared with 9.3 percent in 2000. Margins improved significantly in our Photonics and Semiconductor divisions, offset in part by lower margins at Spectra-Physics due to heavy investments in new-product introductions. Measurement and Control Internal revenue growth in the Measurement and Control sector was 6 percent for the quarter, with revenues of $228 million. Growth was driven by strong sales of environmental-monitoring instruments used in emissions-trading programs and utility plant upgrades, and increased demand for natural gas flow-monitoring instruments to the energy industry. This was offset by weakness in sales of process instruments to the U.S. steel industry and the food processing market. Cash operating income margin increased substantially to 11.3 percent for the quarter, up from 9.4 percent in 2000, due to sales growth and cost-reduction measures initiated in the fall of 2000, as well as a favorable comparison resulting from the divestiture of lower-margin businesses. -more- Thermo Electron will hold its earnings conference call on Friday, April 27, 2001, at 11 a.m. EDT. To listen, dial 888-872-9028 within the U.S., or 973-633-6740 outside the U.S. A recording of this call will be available until Monday, May 7, 2001. Please call 877-519-4471 within the U.S., or 973-341-3080 outside the U.S., and enter code 2528847. At the close of business today, an audio archive will also be available on www.thermo.com under "Investors." Thermo Electron Corporation is a global leader in providing technology-based instruments, components, and systems that offer total solutions for markets ranging from life sciences to telecommunications to food, drug, and beverage production. The company's powerful technologies help researchers sift through data to make discoveries that will fight disease or prolong life. They allow manufacturers to fabricate ever-smaller components required to increase the speed and quality of communications. And they automatically monitor and control online production to ensure that critical quality standards are met safely and efficiently. Thermo Electron, based in Waltham, Massachusetts, reported $2.3 billion in revenues in 2000 and employed approximately 13,000 people worldwide. For more information on Thermo Electron, visit http://www.thermo.com. The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Risk Factors" in the company's Annual Report on Form 10-K for the fiscal year ended December 30, 2000. These include risks and uncertainties relating to: integration of the company's instrument businesses, the ability to improve internal growth, liquidity and prospective performance of the subsidiaries to be spun off, the company's guarantee of obligations of the subsidiaries to be spun off, the effect of exchange rate fluctuations on international operations, potential impairment of goodwill, the need to develop new products and adapt to significant technological change, dependence on customers that operate in cyclical industries, the effect of changes in governmental regulations, and dependence on customers' capital spending policies and government funding policies. -more- Consolidated Statement of Operations (Unaudited)
Three Months Ended ----------------------------------------------------- March 31, 2001 April 1, 2000 ----------------------- ----------------------- (In thousands except per share amounts) Reported Adjusted (a) Reported Adjusted (a) - ---------------------------------------------------------------------------------------------------------------------- Revenues $573,089 $573,089 $576,604 $576,604 Costs and Operating Expenses: Cost of revenues 317,835 317,835 308,009 308,009 Selling, general, and administrative expenses 160,167 160,167 169,683 169,683 Research and development expenses 44,365 44,365 48,444 48,444 Restructuring and other unusual costs (income), net 10,882 - (7,388) - -------- -------- -------- -------- 533,249 522,367 518,748 526,136 -------- -------- -------- -------- Operating Income 39,840 50,722 57,856 50,468 Interest Income 18,461 18,461 9,678 9,678 Interest Expense (20,230) (20,230) (22,924) (22,924) Other Income (Expense), Net (1,977) 6 (8,307) 3,374 -------- -------- -------- -------- Income from Continuing Operations Before Provision for Income Taxes, Minority Interest, Extraordinary Item, and Cumulative Effect of Change in Accounting Principle 36,094 48,959 36,303 40,596 Provision for Income Taxes 14,257 19,339 16,085 16,159 Minority Interest Expense 18 74 5,739 5,982 -------- -------- -------- -------- Income from Continuing Operations Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle 21,819 29,546 14,479 18,455 Income from Discontinued Operations (net of income tax provision and minority interest of $1,446) - - 1,461 - Provision for Loss on Disposal of Discontinued Operations (net of income tax benefit of $40,000) (66,000) - - - -------- -------- -------- -------- Income (Loss) Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle (44,181) 29,546 15,940 18,455 Extraordinary Item (net of income tax proviision of $333) - - 532 - -------- -------- -------- -------- Income (Loss) Before Cumulative Effect of Change in Accounting Principle (44,181) 29,546 16,472 18,455 Cumulative Effect of Change in Accounting Principle (net of income tax benefit and minority interest of $663 and $8,986) (994) - (12,918) - -------- -------- -------- -------- Net Income (Loss) $(45,175) $ 29,546 $ 3,554 $ 18,455 ======== ======== ======== ======== Earnings per Share from Continuing Operations Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle: Basic $ .12 $ .16 $ .09 $ .12 ======== ======== ======== ======== Diluted $ .12 $ .16 $ .09 $ .11 ======== ======== ======== ======== Earnings (Loss) per Share: Basic $ (.25) $ .16 $ .02 $ .12 ======== ======== ======== ======== Diluted $ (.24) $ .16 $ .02 $ .11 ======== ======== ======== ======== Diluted Cash Operating Earnings per Share (b) $ .21 $ .16 ======== ======== Weighted Average Shares: Basic 182,856 182,856 156,813 156,813 ======== ======== ======== ======== Diluted 187,177 187,655 157,464 157,464 ======== ======== ======== ========
(a) Excludes restructuring and unusual items, the cumulative effect of change in accounting principle, results of discontinued operations, and in 2000, extraordinary item. (b) Excludes items from (a) and amortization of goodwill and other intangibles. Segment Data (Unaudited) (c)
Three Months Ended ----------------------------------- (In thousands except percentage amounts) March 31, 2001 April 1, 2000 - --------------------------------------------------------------------------------------------------- Life Sciences Revenues $209,147 $190,839 Operating Income 28,016 28,206 -------- -------- Operating Income Margin 13.4% 14.8% -------- -------- Cash Operating Income Margin 16.1% 16.9% -------- -------- Optical Technologies Revenues $139,964 $106,178 Operating Income 11,778 8,593 -------- -------- Operating Income Margin 8.4% 8.1% -------- -------- Cash Operating Income Margin 9.8% 9.3% -------- -------- Measurement and Control Revenues $228,260 $284,175 Operating Income 21,659 22,123 -------- -------- Operating Income Margin 9.5% 7.8% -------- -------- Cash Operating Income Margin 11.3% 9.4% -------- --------
(c) Operating income and operating income margins as stated exclude restructuring and unusual items. Cash operating income margins as stated exclude restructuring and unusual items, and amortization of goodwill and other intangibles. -----END PRIVACY-ENHANCED MESSAGE-----