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 September 27, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 1-14262
THERMO BIOANALYSIS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 85-0429899
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Airport Road
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 September 27, 1997
---------------------------- ---------------------------------
Common Stock, $.01 par value 11,072,100
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMO BIOANALYSIS CORPORATION
Consolidated Balance Sheet
(Unaudited)
Assets
September 27, December 28,
(In thousands) 1997 1996
------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 25,323 $ 45,476
Accounts receivable, less allowances of
$4,180 and $991 30,929 17,265
Inventories:
Raw materials and supplies 12,965 7,473
Work in process 2,472 1,064
Finished goods 9,059 6,055
Prepaid income taxes 5,233 2,319
Prepaid expenses and other current assets 4,531 618
Due from parent company and affiliates - 965
-------- --------
90,512 81,235
-------- --------
Property, Plant, and Equipment, at Cost 23,539 12,129
Less: Accumulated depreciation and
amortization 9,029 6,582
-------- --------
14,510 5,547
-------- --------
Other Assets 3,840 3,098
-------- --------
Cost in Excess of Net Assets of Acquired
Companies (Note 2) 99,912 33,117
-------- --------
$208,774 $122,997
======== ========
2PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
September 27, December 28,
(In thousands except share amounts) 1997 1996
-------------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 6,842 $ 4,282
Accrued payroll and employee benefits 6,292 2,616
Accrued income taxes 3,686 2,775
Accrued acquisition expenses (Note 2) 3,347 1,857
Other accrued expenses 8,933 5,794
Deferred revenue 3,373 4,161
Due to parent company and affiliates (Note 2) 10,402 -
-------- --------
42,875 21,485
-------- --------
Deferred Income Taxes 342 196
-------- --------
Long-term Obligations:
Payable to parent company (Note 2) 50,000 -
Subordinated convertible note, due to parent
company 50,000 50,000
Other 226 -
-------- --------
100,226 50,000
-------- --------
Shareholders' Investment (Note 2):
Common stock, $.01 par value, 25,000,000
shares authorized; 11,072,100 and 9,771,500
shares issued and outstanding 111 98
Capital in excess of par value 64,743 47,882
Retained earnings 7,421 1,707
Cumulative translation adjustment (6,944) 1,629
-------- --------
65,331 51,316
-------- --------
$208,774 $122,997
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
3PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Operations
(Unaudited)
Three Months Ended
----------------------------
September 27, September 28,
(In thousands except per share amounts) 1997 1996
-----------------------------------------------------------------------
Revenues $35,855 $19,346
------- -------
Costs and Operating Expenses:
Cost of revenues 17,128 9,773
Selling, general, and administrative expenses 11,181 5,908
Research and development expenses 3,030 2,110
------- -------
31,339 17,791
------- -------
Operating Income 4,516 1,555
Interest Income 236 292
Interest Expense, Related Party (1,375) (557)
------- -------
Income Before Provision for Income Taxes 3,377 1,290
Provision for Income Taxes 1,216 503
------- -------
Net Income $ 2,161 $ 787
======= =======
Earnings per Share:
Primary $ .20 $ .10
======= =======
Fully diluted $ .18 $ .10
======= =======
Weighted Average Shares:
Primary 11,072 8,200
======= =======
Fully diluted 14,259 8,200
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
4PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Operations
(Unaudited)
Nine Months Ended
-----------------------------
September 27, September 28,
(In thousands except per share amounts) 1997 1996
------------------------------------------------------------------------
Revenues $98,718 $49,128
------- -------
Costs and Operating Expenses:
Cost of revenues 48,604 25,879
Selling, general, and administrative expenses 30,979 14,925
Research and development expenses 8,512 5,031
Write-off of acquired technology - 3,500
------- -------
88,095 49,335
------- -------
Operating Income (Loss) 10,623 (207)
Interest Income 1,681 585
Interest Expense, Related Party (3,371) (1,225)
------- -------
Income (Loss) Before Provision for Income Taxes 8,933 (847)
Provision for Income Taxes 3,219 1,049
------- -------
Net Income (Loss) $ 5,714 $(1,896)
======= =======
Earnings (Loss) per Share:
Primary $ .53 $ (.23)
======= =======
Fully diluted $ .49 $ (.23)
======= =======
Weighted Average Shares:
Primary 10,724 8,213
======= =======
Fully diluted 13,911 8,213
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
5PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
-----------------------------
September 27, September 28,
(In thousands) 1997 1996
------------------------------------------------------------------------
Operating Activities:
Net income (loss) $ 5,714 $ (1,896)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 5,020 2,158
Provision for losses on accounts
receivable 297 118
Write-off of acquired technology - 3,500
Other (34) -
Changes in current accounts, excluding
the effects of acquisitions:
Accounts receivable (5,286) 355
Inventories (203) 39
Other current assets (912) 1,350
Accounts payable (1,047) 1,178
Other current liabilities 4,676 2,441
-------- --------
Net cash provided by operating activities 8,225 9,243
-------- --------
Investing Activities:
Acquisitions, net of cash acquired (Note 2) (23,601) (52,145)
Adjustment to acquisition purchase price 205 -
Purchases of property, plant, and equipment (2,208) (596)
Other (57) -
-------- --------
Net cash used in investing activities (25,661) (52,741)
-------- --------
Financing Activities:
Net proceeds from issuance of Company common
stock 6 18,557
Proceeds from issuance of subordinated
convertible note to parent company - 50,000
Proceeds from issuance of note payable to
Thermo Electron - 30,000
Repayment of note payable to Thermo Electron - (30,000)
-------- --------
Net cash provided by financing activities $ 6 $ 68,557
-------- --------
6PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Cash Flows (continued)
(Unaudited)
Nine Months Ended
-----------------------------
September 27, September 28,
(In thousands) 1997 1996
------------------------------------------------------------------------
Exchange Rate Effect on Cash $ (2,723) $ (4)
-------- --------
Increase (Decrease) in Cash and Cash Equivalents (20,153) 25,055
Cash and Cash Equivalents at Beginning of
Period 45,476 17,747
-------- --------
Cash and Cash Equivalents at End of Period $ 25,323 $ 42,802
======== ========
Noncash Activities (Note 2):
Fair value of assets of acquired companies,
including cash acquired of $11,982 in 1997 $122,203 $ 68,356
Cash paid for acquired companies (35,583) (52,191)
Issuance of Company common stock for
acquired companies (16,868) -
Amount payable to parent company (56,504) -
-------- --------
Liabilities assumed of acquired companies $ 13,248 $ 16,165
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
7PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been
prepared by Thermo BioAnalysis 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 the financial position
at September 27, 1997, the results of operations for the three- and
nine-month periods ended September 27, 1997, and September 28, 1996, and
the cash flows for the nine-month periods ended September 27, 1997, and
September 28, 1996. Interim results are not necessarily indicative of
results for a full year.
The consolidated balance sheet presented as of December 28, 1996, 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 28, 1996, filed
with the Securities and Exchange Commission.
2. Acquisitions
In March 1997, Thermo Instrument Systems Inc. (Thermo Instrument)
acquired approximately 95% of the outstanding shares of Life Sciences
International PLC (LSI), a London Stock Exchange-listed company.
Subsequently, Thermo Instrument acquired the remaining shares of LSI
capital stock. On May 6, 1997, the Company agreed to acquire Labsystems
OY and Hybaid, which comprised the Biosystems Group of LSI, from Thermo
Instrument. Labsystems OY, based in Finland, manufactures
microplate-based immunoassay instruments and liquid-handling equipment.
Hybaid, based in the U.K., manufactures thermal cyclers and consumables
for DNA amplification. The aggregate purchase price for Labsystems OY and
Hybaid is approximately $102.5 million, which consists of: a)
approximately $91.5 million for the net operating assets of the acquired
businesses plus b) $11.0 million for an equivalent amount of cash held by
the acquired businesses. The purchase price for the net operating assets
represents the sum of an estimate of the net tangible book value,
exclusive of cash, of the businesses as of the date that Thermo
Instrument acquired LSI, plus a percentage of Thermo Instrument's total
cost in excess of net assets acquired associated with its acquisition of
LSI, based on the aggregate 1996 revenues of Labsystems OY and Hybaid
relative to LSI's 1996 consolidated revenues. The purchase price is
subject to a post-closing adjustment based on final determination of the
net tangible book value, exclusive of cash, of the acquired businesses
and a final calculation of Thermo Instrument's total cost in excess of
net assets acquired associated with the acquisition of LSI.
Of the $102.5 million aggregate purchase price, the Company paid
$35.6 million in cash to Thermo Instrument in June 1997, has debt to
Thermo Instrument of $50.0 million, and will issue to Thermo
8PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
2. Acquisitions (continued)
Instrument 1,300,000 shares of Company common stock (valued at $16.9
million at the time of the May 1997 agreement to acquire Labsystems OY
and Hybaid). The $50.0 million debt component of the purchase price,
which bears interest at the 90-day Commercial Paper Composite Rate plus
25 basis points, set at the beginning of each quarter, is due on July 15,
1999. Issuance of the common stock component of the purchase price will
occur immediately after the listing upon the American Stock Exchange of
the 1,300,000 shares of Company common stock issuable to Thermo
Instrument, which will require approval by the Company's shareholders.
Because Thermo Instrument is the Company's majority shareholder and
intends to vote its shares in favor of such listing, the approval is
assured.
Because the Company, Labsystems OY, and Hybaid were deemed for
accounting purposes to be under control of their common majority owner,
Thermo Instrument, the transaction has been accounted for in a manner
similar to a pooling of interests. Accordingly, the accompanying
financial statements include the results of Labsystems OY and Hybaid from
March 12, 1997, the date these businesses were acquired by Thermo
Instrument, and the shares issuable subject to shareholder vote have been
deemed outstanding from that date.
On July 30, 1997, the Company agreed to acquire Labsystems Japan from
Thermo Instrument for $5.9 million in cash. The purchase price for
Labsystems Japan was determined in a manner similar to that for
Labsystems OY and Hybaid, and is subject to a comparable post-closing
adjustment. The purchase price for Labsystems Japan is included in "Due
to parent company and affiliates" in the accompanying 1997 balance sheet,
and is expected to be paid in the fourth quarter of 1997. Labsystems
Japan distributes products manufactured by Labsystems OY and other LSI
companies. The acquisition of Labsystems Japan has been treated for
accounting purposes in a manner similar to the acquisition of Labsystems
OY and Hybaid. Accordingly, the accompanying financial statements include
the results of Labsystems Japan from March 12, 1997.
In connection with the acquisition of Labsystems OY, Hybaid, and
Labsystems Japan, the Company has recorded approximately $73.0 million of
cost in excess of net assets of acquired companies, which is being
amortized over 40 years.
Based on unaudited data, the following table presents selected
financial information of the Company, Labsystems OY, Hybaid, and
Labsystems Japan on a pro forma basis, assuming the companies had been
combined since the beginning of 1996:
Three
Months Ended Nine Months Ended
-------------- ----------------------
(In thousands except Sept. 28, Sept. 27, Sept. 28,
per share amounts) 1996 1997 1996
------------------------------------------------------------------------
Revenues $38,863 $110,669 $104,451
Net loss (2,068) (1,859) (6,606)
Loss per share (.22) (.17) (.69)
9PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
2. Acquisitions (continued)
The pro forma results are not necessarily indicative of future
operations or the actual results that would have occurred had the
acquisitions of Labsystems OY, Hybaid, and Labsystems Japan been made at
the beginning of 1996.
In connection with the acquisition of Labsystems OY and Hybaid, the
Company is in the process of restructuring the acquired businesses. This
restructuring is expected to include reductions in staffing levels,
abandonment of excess facilities, and possible other costs associated
with exiting certain activities of the acquired businesses. In accordance
with the requirements of Emerging Issues Task Force Pronouncement (EITF)
95-3, as part of the cost of the acquisition, the Company has established
reserves totaling $2.5 million for estimated severance, excess-
facilities, and other exit costs. The Company expended $0.2 million
during the first nine months of 1997 for these matters. Unresolved
matters at September 27, 1997, included completing the identification of
specific employees for termination and locations to be abandoned or
consolidated, among other decisions concerning the integration of the
acquired businesses into the Company. In accordance with EITF 95-3,
finalization of the Company's plan for restructuring the acquired
businesses will not occur beyond one year from the date of the
acquisition. Any changes in estimates of these costs prior to such
finalization will be recorded as adjustments to cost in excess of net
assets of acquired companies.
In addition to the restructuring activities described above, during
1996 the Company had undertaken a restructuring in connection with its
February 1996 acquisition of Dynex Technologies (Dynex). The Company
finalized its restructuring plan for Dynex in 1996. During the first nine
months of 1997, the Company expended $0.8 million for these matters and,
as of September 27, 1997, had a remaining reserve for the restructuring
of Dynex of $0.5 million, which represents ongoing severance and
abandoned-facility payments. As of September 27, 1997, the Company had
total restructuring reserves of $3.3 million for all its acquisitions,
including those discussed above.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations.
For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," "seeks," "estimates," and similar expressions are
intended to identify forward-looking statements. There are a number of
important factors that could cause the results of the Company to differ
materially from those indicated by such forward-looking statements,
including those detailed under the caption "Forward-looking Statements"
in Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, filed with the Securities and Exchange
Commission.
10PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Overview
The Company has three principal product lines: life sciences
instrumentation, consumables, and information management systems. The
Company's life sciences instrumentation group produces a broad range of
instruments and consumables based on proprietary immunoassay, optical
biosensor, polymerase chain reaction (PCR), liquid-handling, mass
spectrometry, and capillary electrophoresis (CE) technologies. The
Company's information management systems subsidiary designs, implements,
and supports laboratory information management systems (LIMS) and
chromatography data systems.
The Company's strategy is to develop and market a portfolio of
instruments, consumables, and information management systems for
biochemistry and other applications through the acquisition of
complementary businesses and technologies and through research and
development of innovative products. The Company was incorporated in
February 1995. Since then, it acquired Dynex in February 1996, acquired
Affinity Sensors and LabSystems, effective March 29, 1996, and agreed to
acquire Labsystems OY, Hybaid, and Labsystems Japan, effective March 12,
1997 (Note 2).
The Company sells its products on a worldwide basis. Although the
Company generally seeks to charge its customers in the same currency as
its operating costs, the Company's financial performance and competitive
position can be affected by currency exchange rate fluctuations. Where
appropriate, the Company uses forward contracts to reduce its exposure to
currency fluctuations.
Results of Operations
Third Quarter 1997 Compared With Third Quarter 1996
Revenues increased to $35.9 million in the third quarter of 1997 from
$19.3 million in the third quarter of 1996. Revenues increased $16.6
million due to the acquisitions of the liquid-handling and PCR
businesses, effective March 12, 1997. In addition, revenues at the
Company's LIMS and CE businesses increased $1.1 million primarily as a
result of new product introductions and four direct sales and service
offices established in the second quarter of 1997. These increases were
offset in part by a decrease at Dynex of $0.6 million, primarily due to
the strengthening of the U.S. dollar relative to foreign currencies in
countries where Dynex operates, and a $0.5 million decrease in revenues
from the Company's health physics instrumentation division due to
continued weakness in Department of Energy and nuclear power plant
spending.
The gross profit margin increased to 52% in the third quarter of 1997
from 49% in the third quarter of 1996, primarily due to the inclusion of
higher-margin revenues from the recently acquired liquid-handling
business and an increase in sales of higher-margin consumables.
Selling, general, and administrative expenses as a percentage of
revenues was 31% in both periods. Research and development expenses
increased to $3.0 million in the third quarter of 1997 from $2.1 million
in the third quarter of 1996, primarily due to acquisitions.
11PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Third Quarter 1997 Compared With Third Quarter 1996 (continued)
Interest income was relatively unchanged at $0.2 million in the third
quarter of 1997 and $0.3 million in the third quarter of 1996. Interest
expense, related party, increased to $1.4 million in the third quarter of
1997 from $0.6 million in the third quarter of 1996, primarily due to
interest expense on the $50.0 million debt payable to Thermo Instrument
Systems Inc. (Thermo Instrument) associated with the acquisition of the
Biosystems Group of Life Sciences International (LSI) (Note 2).
The effective tax rate was 36% in the third quarter of 1997, compared
with 39% in the third quarter of 1996. These rates exceed the statutory
federal income tax rate primarily due to the impact of state income
taxes. The effective tax rate decreased in the third quarter of 1997,
primarily due to income from certain newly acquired foreign businesses,
which are subject to lower tax rates.
First Nine Months 1997 Compared With First Nine Months 1996
Revenues increased to $98.7 million in the first nine months of 1997
from $49.1 million in the first nine months of 1996. Revenues increased
$50.2 million due to acquisitions. In addition, revenues at the Company's
CE and LIMS businesses increased $0.8 million due to the reasons
described in the results of operations for the third quarter. These
increases were offset in part by decreases in revenues at Dynex and the
Company's health physics instrumentation division, due to the reasons
described in the results of operations for the third quarter.
The gross profit margin increased to 51% in the first nine months of
1997 from 47% in the first nine months of 1996, primarily due to the
inclusion of higher-margin revenues from the recently acquired liquid-
handling business and the inclusion of higher-margin revenues from the
Company's LIMS business, acquired effective March 29, 1996, for the full
period in 1997. These increases were offset in part by the inclusion of
lower-margin revenues from the recently acquired PCR business.
Selling, general, and administrative expenses as a percentage of
revenues increased to 31% in the first nine months of 1997 from 30% in
the first nine months of 1996. The increase was primarily due to an
increase in costs in the LIMS business as a result of the opening of four
sales and service offices in the second quarter of 1997, offset in part
by lower costs as a percentage of revenues at the recently acquired
liquid-handling business. Research and development expenses increased to
$8.5 million in the first nine months of 1997 from $5.0 million in the
first nine months of 1996, primarily due to acquisitions.
During the first nine months of 1996, the Company wrote off $3.5
million of acquired technology in connection with the acquisitions of the
U.K.-based LIMS and biosensor businesses.
12PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
First Nine Months 1997 Compared With First Nine Months 1996 (continued)
Interest income increased to $1.7 million in the first nine months of
1997 from $0.6 million in the first nine months of 1996, primarily due
to interest income earned on invested proceeds from the Company's initial
public offering of common stock in September and October 1996. Interest
expense, related party, increased to $3.4 million in the first nine
months of 1997 from $1.2 million in the first nine months of 1996,
primarily due to interest expense on the $50.0 million debt payable to
Thermo Instrument associated with the acquisition of the Biosystems Group
of LSI and the inclusion of a full period of interest for the $50.0
million principal amount subordinated convertible note issued to Thermo
Instrument in July 1996, offset in part by the effect of the repayment in
July 1996 of a $30.0 million promissory note issued to Thermo Electron
Corporation (Thermo Electron) in February 1996.
The effective tax rate was 36% in the first nine months of 1997,
compared with 40% in the first nine months of 1996, excluding the effect
of the 1996 write-off of acquired technology associated with the
acquisitions of the Company's U.K.-based LIMS and biosensor businesses,
for which no tax benefit was recorded. These rates exceed the statutory
federal income tax rate primarily due to the impact of state income
taxes. The effective tax rate decreased in the first nine months of 1997,
primarily due to income from certain newly acquired foreign businesses,
which are subject to lower tax rates.
Liquidity and Capital Resources
Consolidated working capital was $47.6 million as of September 27,
1997, compared with $59.8 million as of December 28, 1996. Included in
working capital are cash and cash equivalents of $25.3 million as of
September 27, 1997, compared with $45.5 million as of December 28, 1996.
During the first nine months of 1997, $8.2 million of cash was provided
by operating activities. An increase in accounts receivable used $5.3
million in cash, primarily as a result of an increase in shipments near
the end of the quarter. An increase in other current liabilities provided
$4.7 million in cash, primarily due to an increase in commercial trade
payables to other Thermo Instrument companies, which are expected to be
repaid in the fourth quarter of 1997.
Investing activities used $25.7 million in cash during the first nine
months of 1997. In May 1997, the Company agreed to purchase the
Biosystems Group of LSI from Thermo Instrument for approximately $102.5
million, which consists of: a) approximately $91.5 million for the net
operating assets of the acquired businesses plus b) $11.0 million for an
equivalent amount of cash held by the acquired businesses. Of the $102.5
million aggregate purchase price, the Company paid $35.6 million in cash
to Thermo Instrument in June 1997, has debt to Thermo Instrument of $50.0
million, and will issue to Thermo Instrument 1,300,000 shares of Company
common stock (valued at $16.9 million at the time of the May 1997
agreement to acquire Labsystems OY and Hybaid). In July 1997, the Company
agreed to acquire Labsystems Japan for approximately $5.9 million in
cash, which it expects to pay during the fourth quarter of 1997 (Note 2).
The Company expended $2.2 million for purchases of property, plant, and
13PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Liquidity and Capital Resources (continued)
equipment, and expects to make additional capital expenditures of
approximately $1.6 million during the remainder of 1997.
Although the Company expects to have positive cash flow from its
existing operations, the Company anticipates it will require significant
amounts of cash for the possible acquisition of complementary businesses
and technologies. The Company expects that it will finance these
acquisitions through a combination of internal funds, additional debt or
equity financing, and/or short-term borrowings from Thermo Instrument or
Thermo Electron, although there is no agreement with these companies to
ensure that funds will be available on acceptable terms or at all. The
Company believes that its existing resources are sufficient to meet the
capital requirements of its existing businesses for the foreseeable
future.
14PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds
(d) Use of Proceeds
The Company sold 1,670,000 shares of its common stock pursuant to a
Registration Statement on Form S-1 (File No. 333-08697), which was
declared effective by the Securities and Exchange Commission on
September 17, 1996. The managing underwriters of the offering were
NatWest Securities Limited, Lehman Brothers, and Smith Barney Inc. The
aggregate gross proceeds of the offering were $23,380,000. The Company's
total expenses in connection with the offering were $2,598,000, of which
$1,520,000 was for underwriting discounts and commissions and $1,078,000
was for other expenses paid to persons other than directors or officers
of the Company, persons owning more than 10 percent of any class of
equity securities of the Company, or affiliates of the Company. The
Company's net proceeds from the offering were $20,782,000. The Company
used all of the net proceeds from the offering to pay a portion of the
purchase price for the Biosystems Group of Life Sciences International to
Thermo Instrument Systems Inc. in June 1997 (Note 2).
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 July 18, 1997, the Company filed an amendment on Form 8-K/A,
pertaining to the acquisition by the Company of the Biosystems Group of
the Life Sciences International subsidiary of Thermo Instrument Systems
Inc., the purpose of which was to file the financial information required
by Form 8-K concerning the acquisition.
15PAGE
<PAGE>
THERMO BIOANALYSIS 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 4th day of November
1997.
THERMO BIOANALYSIS CORPORATION
Paul F. Kelleher
-------------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
-------------------------------
John N. Hatsopoulos
Vice President and Chief
Financial Officer
16PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
11 Statement re: Computation of Earnings per Share.
27 Financial Data Schedule.
Exhibit 11
THERMO BIOANALYSIS CORPORATION
Computation of Earnings per Share
Three Months Ended
-------------------------------
September 27, September 28,
1997 1996
--------------------------------------------------------------------------
Computation of Primary Earnings per Share:
Net Income (a) $ 2,161,000 $ 787,000
----------- -----------
Shares:
Weighted average shares outstanding 9,772,100 8,200,401
Add: Shares issuable for acquisition of
the Biosystems Group of LSI 1,300,000 -
Shares issuable from assumed exercise
of options (as determined by the
application of the treasury
stock method) - -
----------- -----------
Weighted average shares outstanding,
as adjusted (b) 11,072,100 8,200,401
----------- -----------
Primary Earnings per Share (a) / (b) $ .20 $ .10
=========== ===========
Computation of Fully Diluted Earnings
per Share:
Income:
Net income $ 2,161,000 $ 787,000
Add: Convertible debt interest, net of tax 390,000 -
----------- -----------
Income applicable to common stock
assuming full dilution (c) $ 2,551,000 $ 787,000
----------- -----------
Shares:
Weighted average shares outstanding 9,772,100 8,200,401
Add: Shares issuable for acquisition of
the Biosystems Group of LSI 1,300,000 -
Shares issuable from assumed
conversion of convertible note 3,030,303 -
Shares issuable from assumed exercise
of options (as determined by the
application of the treasury stock
method) 156,601 -
----------- -----------
Weighted average shares outstanding,
as adjusted (d) 14,259,004 8,200,401
----------- -----------
Fully Diluted Earnings per Share (c) / (d) $ .18 $ .10
=========== ===========
PAGE
<PAGE>
Exhibit 11
THERMO BIOANALYSIS CORPORATION
Computation of Earnings per Share (continued)
Nine Months Ended
------------------------------
September 27, September 28,
1997 1996
-------------------------------------------------------------------------
Computation of Primary Earnings (Loss)
per Share:
Net Income (Loss) (a) $ 5,714,000 $(1,896,000)
----------- -----------
Shares:
Weighted average shares outstanding 9,771,731 8,134,467
Add: Shares issuable for acquisition of
the Biosystems Group of LSI 952,381 -
Shares issuable from assumed exercise
of options (as determined by the
application of the treasury
stock method) - 78,300
----------- -----------
Weighted average shares outstanding,
as adjusted (b) 10,724,112 8,212,767
----------- -----------
Primary Earnings (Loss) per Share (a) / (b) $ .53 $ (.23)
=========== ===========
Computation of Fully Diluted Earnings (Loss)
per Share:
Income:
Net income (loss) $ 5,714,000 $(1,896,000)
Add: Convertible debt interest, net of tax 1,170,000 -
----------- -----------
Income (loss) applicable to common stock
assuming full dilution (c) $ 6,884,000 $(1,896,000)
----------- -----------
Shares:
Weighted average shares outstanding 9,771,731 8,134,467
Add: Shares issuable for acquisition of
the Biosystems Group of LSI 952,381 -
Shares issuable from assumed
conversion of convertible note 3,030,303 -
Shares issuable from assumed
exercise of options (as determined
by the application of the treasury
stock method) 156,601 78,300
----------- -----------
Weighted average shares outstanding, as
adjusted (d) 13,911,016 8,212,767
----------- -----------
Fully Diluted Earnings (Loss) per
Share (c) / (d) $ .49 $ (.23)
=========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BIOANALYSIS
CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 27, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> SEP-27-1997
<CASH> 25,323
<SECURITIES> 0
<RECEIVABLES> 35,109
<ALLOWANCES> 4,180
<INVENTORY> 24,496
<CURRENT-ASSETS> 90,512
<PP&E> 23,539
<DEPRECIATION> 9,029
<TOTAL-ASSETS> 208,774
<CURRENT-LIABILITIES> 42,875
<BONDS> 226
0
0
<COMMON> 111
<OTHER-SE> 65,220
<TOTAL-LIABILITY-AND-EQUITY> 208,774
<SALES> 98,718
<TOTAL-REVENUES> 98,718
<CGS> 48,604
<TOTAL-COSTS> 48,604
<OTHER-EXPENSES> 8,512
<LOSS-PROVISION> 297
<INTEREST-EXPENSE> 3,371
<INCOME-PRETAX> 8,933
<INCOME-TAX> 3,219
<INCOME-CONTINUING> 5,714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,714
<EPS-PRIMARY> .53
<EPS-DILUTED> .49
</TABLE>
