-----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, qsLyMeYwpJNBkTxvWiY0M8GhunM5fSo/jqTzwxAh+7S+U7H7WdceHa2TEaVi+/xm ghPofAJtyuEeW2OcJ/00dQ== 0000097745-95-000035.txt : 19950511 0000097745-95-000035.hdr.sgml : 19950511 ACCESSION NUMBER: 0000097745-95-000035 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950510 SROS: NYSE 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: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 95536257 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------------- AMENDMENT NO. 1 ON FORM 10-Q/A (mark one) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter Ended April 1, 1995. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 1-8002 THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 04-2209186 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02254-9046 (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 April 28, 1995 ----------------------------- ----------------------------- Common Stock, $1.00 par value 55,263,148 PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION Amendment to Item 1 - Financial Statements The amounts shown for "Cost of products" and "Cost of services" in the Consolidated Statement of Income for the three months ended April 1, 1995 have been amended. This amended information replaces the corresponding information filed originally in the Form 10-Q. PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION PART I - Financial Information Item 1 - Financial Statements (a) Consolidated Balance Sheet - Assets as of April 1, 1995 and December 31, 1994 (In thousands) April 1, December 31, 1995 1994 ---------- ------------ Current Assets: Cash and cash equivalents $ 406,346 $ 383,005 Short-term available-for-sale investments, at quoted market value (amortized cost of $498,509 and $617,837) 500,756 614,915 Accounts receivable, less allowances of $24,096 and $21,664 378,620 353,436 Unbilled contract costs and fees 73,380 53,914 Inventories: Raw materials and supplies 140,417 128,876 Work in process 50,194 44,711 Finished goods 65,674 59,795 Prepaid income taxes 53,606 57,824 Prepaid expenses 20,988 15,148 ---------- ---------- 1,689,981 1,711,624 ---------- ---------- Property, Plant and Equipment, at Cost 839,632 811,325 Less: Accumulated depreciation and amortization 195,837 186,437 ---------- ---------- 643,795 624,888 ---------- ---------- Long-term Available-for-sale Investments, at Market Value (amortized cost of $82,630 and $65,218) 81,756 62,451 ---------- ---------- Long-term Held-to-maturity Investments (quoted market value of $22,810) 22,569 - ---------- ---------- Other Assets 85,393 85,338 ---------- ---------- Cost in Excess of Net Assets of Acquired Companies 621,096 577,634 ---------- ---------- $3,144,590 $3,061,935 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 2PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (a) Consolidated Balance Sheet - Liabilities and Shareholders' Investment as of April 1, 1995 and December 31, 1994 (In thousands except share amounts) April 1, December 31, 1995 1994 ---------- ------------ Current Liabilities: Notes payable and current maturities of long-term obligations $ 88,015 $ 85,697 Accounts payable 120,655 125,074 Accrued payroll and employee benefits 79,473 79,849 Accrued income taxes 32,143 35,845 Accrued installation and warranty costs 35,772 33,442 Other accrued expenses 213,532 200,985 ---------- ---------- 569,590 560,892 ---------- ---------- Deferred Income Taxes and Other Items 118,292 115,973 ---------- ---------- Long-term Obligations: Senior convertible obligations 586,233 620,000 Subordinated convertible obligations 177,124 186,661 Tax-exempt obligations 131,000 130,985 Nonrecourse tax-exempt obligations 95,300 95,300 Other 41,322 16,904 ---------- ---------- 1,030,979 1,049,850 ---------- ---------- Minority Interest 340,084 327,734 ---------- ---------- Common Stock of Subsidiary Subject to Redemption ($18,450 redemption value) 17,288 - ---------- ---------- Shareholders' Investment: Common stock, $1 par value, 175,000,000 shares authorized; 54,814,197 and 53,558,248 shares issued 54,814 53,558 Capital in excess of par value 514,096 493,058 Retained earnings 501,944 472,396 Treasury stock at cost, 136,417 and 38,318 shares (6,439) (1,631) Cumulative translation adjustment 5,408 (3,557) Deferred compensation (2,354) (2,657) Net unrealized gain (loss) on available- for-sale investments 888 (3,681) ---------- ---------- 1,068,357 1,007,486 ---------- ---------- $3,144,590 $3,061,935 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 3PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (b) Consolidated Statement of Income for the three months ended April 1, 1995 and April 2, 1994 (In thousands except per share amounts) Three Months Ended ------------------- April 1, April 2, 1995 1994 -------- --------- Revenues: Product revenues $388,025 $311,208 Service revenues 43,908 32,386 Research and development contract revenues 46,612 40,130 -------- -------- 478,545 383,724 -------- -------- Costs and Expenses: Cost of products 227,876 184,676 Cost of services 30,571 23,388 Expenses for research and development and new lines of business (a) 63,143 53,658 Selling, general and administrative expenses 109,583 83,788 Costs associated with divisional and product restructuring 1,522 - -------- -------- 432,695 345,510 -------- -------- Operating Income 45,850 38,214 Gain on Issuance of Stock by Subsidiaries (Note 2) 12,883 8,494 Other Expense, Net (Note 3) (3,347) (3,700) -------- -------- Income Before Income Taxes and Minority Interest 55,386 43,008 Provision for Income Taxes 18,434 14,535 Minority Interest Expense 7,404 5,548 -------- -------- Net Income $ 29,548 $ 22,925 ======== ======== Earnings per Share: Primary $ .55 $ .45 ======== ======== Fully diluted $ .49 $ .41 ======== ======== Weighted Average Shares: Primary 53,721 50,492 ======== ======== Fully diluted 69,624 61,853 ======== ======== (a) Includes costs of: Research and development contracts $ 40,803 $ 35,640 Internally funded research and development 21,532 17,015 Other expenses for new lines of business 808 1,003 -------- -------- $ 63,143 $ 53,658 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 5PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (c) Condensed Consolidated Statement of Cash Flows for the three months ended April 1, 1995 and April 2, 1994 (In thousands) Three Months Ended -------------------- April 1, April 2, 1995 1994 --------- --------- Operating Activities: Net cash provided by operating activities $ 2,398 $ 18,058 --------- --------- Investing Activities: Acquisitions, net of cash acquired (49,467) (133,508) Purchases of available-for-sale investments (104,765) (132,464) Purchases of held-to-maturity investments (22,300) - Proceeds from sale and maturities of available-for-sale investments 207,146 148,539 Purchases of property, plant and equipment (12,724) (13,272) Proceeds from sale of property, plant and equipment 1,225 1,269 Decrease in net restricted funds - 23,420 Other (1,539) (7,106) --------- --------- Net cash provided by (used in) investing activities 17,576 (113,122) --------- --------- Financing Activities: Net proceeds from issuance of long-term obligations 313 32,138 Repayment and repurchase of long-term obligations (6,654) (10,332) Proceeds from issuance of Company and subsidiary common stock 51,272 24,181 Purchases of subsidiary common stock (44,257) (19,068) Other 730 (469) --------- --------- Net cash provided by financing activities 1,404 26,450 --------- --------- Exchange Rate Effect on Cash 1,963 520 --------- --------- Increase (Decrease) in Cash and Cash Equivalents 23,341 (68,094) Cash and Cash Equivalents at Beginning of Period 383,005 325,989 --------- --------- Cash and Cash Equivalents at End of Period $ 406,346 $ 257,895 ========= ========= 6PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (c) Condensed Consolidated Statement of Cash Flows for the three months ended April 1, 1995 and April 2, 1994 (In thousands) (continued) Three Months Ended -------------------- April 1, April 2, 1995 1994 --------- --------- Supplemental Cash Flow Information: Provision for losses on accounts receivable $ 1,641 $ 1,027 Cash paid for: Interest $ 22,250 $ 15,926 Income taxes $ 11,108 $ 7,724 Noncash activities: Conversions of convertible obligations $ 41,115 $ 11,855 Issuance of long-term debt in connection with acquisition $ 22,300 $ - The accompanying notes are an integral part of these consolidated financial statements. 7PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (d) Notes to Consolidated Financial Statements - April 1, 1995 1. General The interim consolidated financial statements presented have been prepared by Thermo Electron Corporation (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-month periods ended April 1, 1995 and April 2, 1994, (b) the financial position at April 1, 1995, and (c) the cash flows for the three-month periods ended April 1, 1995 and April 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. 2. Transactions in Stock of Subsidiaries "Gain on issuance of stock by subsidiaries" in the accompanying statement of income for the three-month period ended April 1, 1995, resulted primarily from the following: An initial public offering of 2,333,556 shares of Thermo Ecotek Corporation common stock in February 1995 at $12.75 per share for net proceeds of $27.5 million resulted in a gain of $7.9 million. A private placement of 700,000 shares of Thermo BioAnalysis Corporation common stock in March 1995 at $10.00 per share for net proceeds of $6.5 million resulted in a gain of $4.7 million that was recorded by the Company's Thermo Instrument Systems Inc. subsidiary. 8PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (d) Notes to Consolidated Financial Statements - April 1, 1995 (continued) 3. Other Expense, Net The components of "Other expense, net" in the accompanying statement of income are: Three Months Ended ------------------ April 1, April 2, (In thousands) 1995 1994 ------------------------------------------------------------------- Interest income $ 14,514 $ 7,199 Interest expense (18,391) (10,347) Equity in income (loss) of unconsolidated subsidiaries 5 (1,207) Gain on sale of investments 1,187 611 Other income (expense), net (662) 44 -------- -------- $ (3,347) $ (3,700) ======== ======== 4. Acquisition On March 15, 1995, the Company acquired Coleman Research Corporation in exchange for 2,668,149 shares of Company common stock, including 135,241 shares reserved for issuance upon exercise of stock options. Coleman Research provides systems integration, systems engineering, and analytical services to government customers in the fields of information technology, energy and the environment, software engineering, launch systems, advanced radar and imaging, and healthcare systems. The acquisition has been accounted for under the pooling-of-interests method. Accordingly, all historical financial information presented has been restated to include the acquisition of Coleman Research. Revenues and net income for the three-month period ended April 2, 1994, as previously reported by the separate entities prior to the acquisition and as restated for the combined Company, are as follows: Three Months Ended ------------------ (In thousands) April 2, 1994 ------------------------------------------------------------------- Revenues: Previously reported $350,476 Coleman Research 33,248 -------- $383,724 ======== Net Income: Previously reported $ 22,541 Coleman Research 384 -------- $ 22,925 ======== 9PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION (d) Notes to Consolidated Financial Statements - April 1, 1995 (continued) 5. Subsequent Event In March 1995, the Company declared a three-for-two stock split in the form of a 50% stock dividend, which is payable on May 24, 1995, to shareholders of record as of April 26, 1995. Common shares outstanding as of April 1, 1995, on a pro forma basis to reflect the stock split would have been 82,016,670 shares. The following table presents other selected financial data on a pro forma basis to reflect the stock split. Three Months Ended -------------------- April 1, April 2, (In thousands except per share amounts) 1995 1994 ---------------------------------------------------------------------- Earnings Per Share: Primary $ .37 $ .30 Fully diluted $ .32 $ .27 Weighted Average Shares: Primary 80,582 75,737 Fully diluted 104,436 92,780 Financial results for the three months ended April 1, 1995 and prior periods will be restated in the second quarter of 1995 to reflect the stock split. 10PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION 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 10th day of May 1995. THERMO ELECTRON CORPORATION Paul F. Kelleher --------------------------- Paul F. Kelleher Vice President, Finance John N. Hatsopoulos --------------------------- John N. Hatsopoulos Chief Financial Officer 11PAGE FORM 10-Q/A April 1, 1995 THERMO ELECTRON CORPORATION EXHIBIT INDEX Exhibit Number Document Page -------------- -------- ---- 27 Financial Data Schedule. 12 EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO ELECTRON CORPORATION'S AMENDMENT NO. 1 ON FORM 10-Q/A FOR THE QUARTER ENDED APRIL 1, 1995. 1,000 3-MOS DEC-30-1995 APR-01-1995 406,346 500,756 378,620 24,096 256,285 1,689,981 839,632 195,837 3,144,590 569,590 1,030,979 54,814 0 0 1,013,543 3,144,590 388,025 478,545 227,876 299,250 23,862 1,641 18,391 55,386 18,434 29,548 0 0 0 29,548 .55 .49 THIS LINE IS MADE UP OF THE FOLLOWING INCOME STATEMENT ACCOUNTS: "COST OF PRODUCTS", "COST OF SERVICES", AND "RESEARCH AND DEVELOPMENT CONTRACTS". THIS LINE IS MADE UP OF THE FOLLOWING INCOME STATEMENT ACCOUNTS: "COSTS ASSOCIATED WITH DIVISIONAL AND PRODUCT RESTRUCTURING", "INTERNALLY FUNDED RESEARCH AND DEVELOPMENT" AND "OTHER EXPENSES FOR NEW LINES OF BUSINESS".
-----END PRIVACY-ENHANCED MESSAGE-----