<PAGE>
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 April 4, 1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 1-12179
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: (781) 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 May 1, 1998
---------------------------- --------------------------
Common Stock, $.01 par value 11,085,918 actual
14,093,848 pro forma
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
-----------------------------
THERMO BIOANALYSIS CORPORATION
Consolidated Balance Sheet
(Unaudited)
Assets
April 4, January 3,
(In thousands) 1998 1998
------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents (includes $13,012
and $10,158 under repurchase agreement with
affiliated company) $ 43,526 $ 39,704
Accounts receivable, less allowances of
$5,926 and $6,232 45,146 47,210
Inventories:
Raw materials and supplies 13,608 12,818
Work in process 3,433 3,238
Finished goods 22,241 22,579
Prepaid income taxes 8,475 8,484
Prepaid expenses and other current assets 5,446 4,221
-------- --------
141,875 138,254
-------- --------
Property, Plant, and Equipment, at Cost 35,274 34,405
Less: Accumulated depreciation and
amortization 13,114 11,438
-------- --------
22,160 22,967
-------- --------
Other Assets 2,397 2,712
-------- --------
Cost in Excess of Net Assets of Acquired
Companies 158,434 158,506
-------- --------
$324,866 $322,439
======== ========
2PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
April 4, January 3,
(In thousands except share amounts) 1998 1998
-----------------------------------------------------------------------
Current Liabilities:
Borrowings under overdraft facility $ 3,190 $ 2,465
Accounts payable 12,618 12,596
Accrued payroll and employee benefits 6,504 8,482
Accrued income taxes 5,550 6,097
Accrued acquisition expenses (Note 2) 4,198 5,110
Other accrued expenses 13,651 13,482
Deferred revenue 4,821 3,675
Due to parent company and affiliated companies
(Note 2) 38,371 35,846
-------- --------
88,903 87,753
-------- --------
Deferred Income Taxes 139 139
-------- --------
Long-term Obligations:
Note payable to parent company 50,000 50,000
Subordinated convertible note, due to parent
company 50,000 50,000
Other 198 204
-------- --------
100,198 100,204
-------- --------
Shareholders' Investment:
Common stock, $.01 par value, 25,000,000
shares authorized; 14,091,470 and 14,081,448
shares issued 141 141
Capital in excess of par value 131,585 131,483
Retained earnings (Note 2) 11,788 9,633
Treasury stock at cost, 392 shares in 1998 (7) -
Accumulated other comprehensive items (Note 3) (7,881) (6,914)
-------- --------
135,626 134,343
-------- --------
$324,866 $322,439
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
3PAGE
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THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Income
(Unaudited)
Three Months Ended
----------------------
April 4, March 29,
(In thousands except per share amounts) 1998 1997
-----------------------------------------------------------------------
Revenues $54,434 $26,801
------- -------
Costs and Operating Expenses:
Cost of revenues 26,583 13,848
Selling, general, and administrative expenses 17,899 7,985
Research and development expenses 3,923 2,352
------- -------
48,405 24,185
------- -------
Operating Income 6,029 2,616
Interest Income 998 725
Interest Expense (includes $1,865 and $771 to
related party) (2,003) (856)
------- -------
Income Before Provision for Income Taxes 5,024 2,485
Provision for Income Taxes 1,822 903
------- -------
Net Income $ 3,202 $ 1,582
======= =======
Earnings per Share (Note 4):
Basic $ .23 $ .15
======= =======
Diluted $ .21 $ .14
======= =======
Weighted Average Shares (Note 4):
Basic 14,086 10,624
======= =======
Diluted 17,299 13,694
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
4PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
----------------------
April 4, March 29,
(In thousands) 1998 1997
------------------------------------------------------------------------
Operating Activities:
Net income $ 3,202 $ 1,582
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 2,760 1,178
Provision for losses on accounts
receivable 5 10
Changes in current accounts, excluding
the effects of acquisitions:
Accounts receivable 2,062 2,749
Inventories (1,407) (3,370)
Other current assets (1,136) (2,179)
Accounts payable 29 450
Other current liabilities (9,614) 1,070
-------- --------
Net cash provided by (used in) operating
activities (4,099) 1,490
-------- --------
Investing Activities:
Cash acquired through acquisitions - 23,995
Adjustment to acquisition purchase price 9,075 -
Purchases of property, plant, and equipment (1,851) (468)
Other 220 -
-------- --------
Net cash provided by investing activities 7,444 23,527
-------- --------
Financing Activities:
Net proceeds from issuance of Company common
stock 95 -
Repayment of long-term debt - (240)
Increase in bank overdraft facility 725 219
-------- --------
Net cash provided by (used in) financing
activities $ 820 $ (21)
-------- --------
5PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Consolidated Statement of Cash Flows (continued)
(Unaudited)
Three Months Ended
------------------------
April 4, March 29,
(In thousands) 1998 1997
------------------------------------------------------------------------
Exchange Rate Effect on Cash $ (343) $ 732
-------- --------
Increase in Cash and Cash Equivalents 3,822 25,728
Cash and Cash Equivalents at Beginning of
Period 39,704 45,476
-------- --------
Cash and Cash Equivalents at End of Period $ 43,526 $ 71,204
======== ========
Noncash Activities:
Fair value of assets of acquired companies,
including cash acquired of $23,995 $ - $242,374
Issuance of Company common stock for
acquired companies - (83,533)
Promissory note payable to parent company
for acquired companies - (50,000)
Debt payable to parent company for acquired
companies - (78,914)
Adjustments to purchase price due from parent
company for acquired companies - 9,075
-------- --------
Liabilities assumed of acquired companies $ - $ 39,002
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
6PAGE
<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 April 4, 1998, the results of operations for the three-month periods
ended April 4, 1998, and March 29, 1997, and the cash flows for the
three-month periods ended April 4, 1998, and March 29, 1997. Interim
results are not necessarily indicative of results for a full year.
Historical financial results have been restated to include the
Clinical Products Group of Life Sciences International (LSI), which was
acquired in a transaction accounted for in a manner similar to a pooling
of interests (Note 2). 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 Form S-1 filed with the Securities and Exchange
Commission in May 1998.
2. Acquisitions
In March 1997, Thermo Instrument Systems Inc. acquired approximately
95% of the outstanding shares of LSI, a London Stock Exchange-listed
company. Subsequently, Thermo Instrument acquired the remaining shares of
LSI capital stock. In May 1998, the Company agreed to acquire the
Clinical Products Group of LSI, which is comprised of Shandon Inc. and
its related businesses, including ALKO Diagnostic Corporation, from
Thermo Instrument. The Clinical Products Group provides equipment and
consumables for cytology, histology, and pathology applications. It also
supplies consumables for blood gas and ion-selective electrolyte
analyzers. The net purchase price for the Clinical Products Group is
approximately $66.7 million, which represents the sum of the net book
value of the businesses as of April 4, 1998, plus a percentage of Thermo
Instrument's total cost in excess of net assets acquired associated with
its acquisition of LSI, based on the 1996 revenues of the Clinical
Products Group relative to LSI's 1996 consolidated revenues. The Company
believes that this allocation methodology is reasonable and in accordance
with the guidance provided by Staff Accounting Bulletin 55 (Topic 1:B).
The net purchase price for the Clinical Products Group will be paid
with 3,007,930 shares of Company common stock valued at $22.16 per share,
representing the five-day average for the period preceding the date the
parties reached agreement in principle on the material terms of the
transaction. Issuance of the common stock to Thermo Instrument will occur
immediately after the listing upon the American Stock Exchange of the
3,007,930 shares of Company common stock, 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
7PAGE
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THERMO BIOANALYSIS CORPORATION
2. Acquisitions (continued)
listing, the approval is assured. In addition to the shares of Company
common stock to be issued to Thermo Instrument, the Company will assume
approximately $37.9 million of existing indebtedness owed by the Clinical
Products Group to Thermo Instrument, making the gross purchase price
approximately $104.5 million. This amount includes approximately $12.0
million for an equivalent amount of cash acquired. The existing
indebtedness owed to Thermo Instrument is due January 2, 1999, and bears
interest at the 90-day Commercial Paper Composite Rate plus 25 basis
points, set at the beginning of each quarter.
Because the Company and the Clinical Products Group of LSI 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 the Clinical
Products Group of LSI from March 12, 1997, the date these businesses were
acquired by Thermo Instrument, and the 3,007,930 shares issuable to
Thermo Instrument have been deemed outstanding from that date and are
therefore included in the computation of earnings per share. The purchase
price for the Clinical Products Group of LSI included $4.5 million for
the increase in net book value from the date the Clinical Products Group
of LSI was acquired by Thermo Instrument (including $1.1 million for
earnings during the first quarter of 1998). This amount was recorded as a
deemed distribution from retained earnings, reflecting consideration to
Thermo Instrument for the earnings of the Clinical Products Group from
the date of the acquisition by Thermo Instrument.
In connection with the acquisitions of the Clinical Products Group of
LSI and the Labsystems OY and Hybaid divisions of LSI, the Company is in
the process of restructuring the acquired businesses. This restructuring
is expected to primarily include reductions in staffing levels and, to a
lesser extent, costs for termination of certain joint venture
arrangements. In accordance with the requirements of EITF 95-3, as part
of the cost of the acquisition, the Company has established reserves of
approximately $8,536,000, of which the Company expended $3,426,000 during
1997 and $912,000 in the first quarter of 1998, primarily for severance
payments. Unresolved matters at April 4, 1998, included completing
planned severances and termination of joint ventures. Finalization of the
Company's plan for restructuring the acquired businesses occurred during
the first quarter of 1998.
Following a vote of the Company's shareholders in April 1998, the
Company issued to Thermo Instrument 1,300,000 shares of its common stock
to complete its 1997 acquisition of the Labsystems OY and Hybaid
divisions of LSI.
8PAGE
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THERMO BIOANALYSIS CORPORATION
3. Comprehensive Income
During the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
This pronouncement sets forth requirements for disclosure of the
Company's comprehensive income and accumulated other comprehensive items.
In general, comprehensive income combines net income and "other
comprehensive items" which represent foreign currency translation
adjustments, reported as a component of shareholders' investment in the
accompanying balance sheet. During the first quarter of 1998 and 1997,
the Company had comprehensive income of $2,235,000 and $1,823,000,
respectively.
4. Earnings per Share
Basic and diluted earnings per share were calculated as follows:
Three Months Ended
--------------------
April 4, March 29,
(In thousands except per share amounts) 1998 1997
-----------------------------------------------------------------------
Basic
Net income $ 3,202 $ 1,582
------- -------
Weighted average shares 11,078 10,029
Shares issuable for acquisition of Clinical
Products Group of LSI (Note 2) 3,008 595
------- -------
Weighted average shares, as adjusted 14,086 10,624
------- -------
Basic earnings per share $ .23 $ .15
======= =======
Diluted
Net income $ 3,202 $ 1,582
Effect of convertible debentures 390 390
------- -------
Income available to common shareholders,
as adjusted $ 3,592 $ 1,972
------- -------
Basic weighted average shares 14,086 10,624
Effect of:
Convertible debentures 3,030 3,030
Stock options 183 40
------- -------
Weighted average shares, as adjusted 17,299 13,694
------- -------
Diluted earnings per share $ .21 $ .14
======= =======
9PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
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 "Risk Factors" included in the
Company's Registration Statement on Form S-1 (Reg. No. 333-52445).
Overview
The Company has three principal product lines: biomolecular
instruments and consumables, clinical laboratory equipment and supplies,
and information management systems. The Company's biomolecular
instruments and consumables are based on proprietary immunoassay, optical
biosensor, polymerase chain reaction (PCR), MALDI-TOF mass spectometry
(MALDI-TOF), DNA amplification and capillary electrophoresis (CE)
technologies, and are used in pharmaceutical and biopharmaceutical
research, as well as for clinical laboratory testing and diagnosis of
patient samples. The Company's clinical laboratory business supplies a
range of equipment and consumables with applications in cytology,
histology, and pathology. The Company's information management systems
business designs, implements, and supports laboratory information
management systems (LIMS), and chromatography data systems (CDS) for use
in laboratories, industrial applications, and clinical testing
facilities.
The Company was incorporated in February 1995 and on February 7,
1996, acquired the Dynex Technologies division of Dynatech Corporation.
Since then, the Company has acquired from Thermo Instrument the
LabSystems and Affinity Sensors divisions of Fisons, the Labsystems OY,
Hybaid and Labsystems Japan divisions of LSI, and the Clinical Products
Group of LSI. The Company's financial statements include the results of
operations of the acquired divisions of Fisons and LSI from March 29,
1996 and March 12, 1997, respectively, the date these businesses were
acquired by Thermo Instrument (Note 2).
In July 1998, the Company will contribute the assets and liabilities
of its health physics division to a joint venture the Company is forming
with Thermo Instrument. The Company will receive a 49% equity interest in
the joint venture, and will initially receive 67% of the profit and
losses of the joint venture. The Company's health physics business had
revenues of $13.4 million in 1997.
A significant percentage of the Company's revenues are derived from
sales of products and services outside the U.S., including certain Asian
countries, through export sales and sales by the Company's foreign
10PAGE
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THERMO BIOANALYSIS CORPORATION
Overview (continued)
operations. Asia is experiencing a severe economic crisis, which has been
characterized by sharply reduced economic activity and liquidity, highly
volatile foreign-currency-exchange and interest rates, and unstable stock
markets. The Company's sales to Asia could be adversely affected by the
unstable economic conditions there.
The Company anticipates that a significant portion of its revenues
will continue to be from sales to customers outside the U.S. As a result,
the Company's financial performance and competitive position can be
affected by currency exchange rate fluctuations. The Company may use
forward contracts to reduce its exposure to currency fluctuations.
Results of Operations
First Quarter 1998 Compared With First Quarter 1997
---------------------------------------------------
Revenues increased to $54.4 million in the first quarter of 1998 from
$26.8 million in the first quarter of 1997. Revenues increased $28.0
million due to acquisitions (Note 2). In addition, an increase in
revenues at Dynex was slightly more than offset by decreases in sales of
LIMS and MALDI-TOF instruments. Revenues also decreased $0.2 million due
to the strengthening of the U.S. dollar relative to foreign currencies in
countries where the Company operates.
The gross profit margin increased to 51% in the first quarter of 1998
from 48% in the first quarter of 1997, primarily due to the inclusion of
a full period of higher-margin revenues from the Labsystems OY
liquid-handling business, acquired effective March 12, 1997, as well as
an increase in the gross profit margin at Dynex, primarily due to an
increase in the sale of certain higher-margin products. These increases
were offset in part by inclusion of a full period of lower-margin
revenues from the clinical laboratory products business, acquired
effective March 12, 1997.
Selling, general, and administrative expenses as a percentage of
revenues increased to 33% in the first quarter of 1998 from 30% in the
first quarter of 1997, primarily due to the inclusion of the liquid
handling and PCR businesses, which have higher costs as a percentage of
revenues, for a full period in 1998, offset in part by the impact of the
inclusion of the clinical laboratory products business, which has lower
costs as a percentage of revenues, for a full period in 1998. Research
and development expenses increased to $3.9 million in the first quarter
of 1998 from $2.4 million in the first quarter of 1997, primarily due to
the inclusion of a full period of expenses at acquired businesses.
Research and development expenses as a percentage of revenues decreased
to 7% in 1998 from 9% in 1997, primarily due to lower costs as a
percentage of revenues at acquired businesses.
Interest income increased to $1.0 million in the first quarter of
1998 from $0.7 million in the first quarter of 1997, primarily due to
interest income received from Thermo Instrument on a $9.1 million
adjustment to the aggregate purchase price for the acquisitions of the
11PAGE
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THERMO BIOANALYSIS CORPORATION
First Quarter 1998 Compared With First Quarter 1997 (continued)
---------------------------------------------------
Labsystems OY, Hybaid, and Labsystems Japan divisions of LSI, offset in
part by the effect of lower average invested balances in 1998. Interest
expense increased to $2.0 million in the first quarter of 1998 from $0.9
million in the first quarter of 1997, primarily due to interest expense
on the debt to Thermo Instrument associated with the Company's
acquisitions.
The effective tax rate was 36% in both periods, and exceeded the
statutory federal income tax rate primarily due to the impact of state
income taxes and nondeductible amortization of cost in excess of net
assets of acquired companies, offset in part by the impact of relatively
low tax rates in certain countries in which the Company operates.
Liquidity and Capital Resources
Consolidated working capital was $53.0 million as of April 4, 1998,
compared with $50.5 million as of January 3, 1998. Included in working
capital are cash and cash equivalents of $43.5 million as of April 4,
1998, compared with $39.7 million as of January 3, 1998. Of the Company's
total cash and cash equivalents at April 4, 1998, $13.0 million was
invested in a repurchase agreement with Thermo Electron Corporation.
During the first quarter of 1998, operating activities used $4.1 million
of cash. A decrease in other current liabilities used $9.6 million in
cash, primarily due to the repayment of certain trade and other operating
balances payable to other Thermo Instrument companies.
The Company's investing activities provided $7.4 million in cash in
the first quarter of 1998. The Company made expenditures of $1.9 million
for purchases of property, plant, and equipment, and expects to make
capital expenditures of approximately $4.9 million during the remainder
of 1998. During the first quarter of 1998, the Company received purchase
price adjustments aggregating $9.1 million from Thermo Instrument,
related to the acquisitions of the Labsystems OY, Hybaid, and Labsystems
Japan divisions of LSI.
In May 1998, the Company agreed to acquire the Clinical Products
Group of LSI from Thermo Instrument (Note 2). The net purchase price of
$66.7 million will be paid with 3,007,930 shares of Company common stock.
In addition, the Company has assumed approximately $37.9 million of
existing indebtedness owed by the Clinical Products Group of LSI to
Thermo Instrument, making the gross purchase price approximately $104.5
million. This amount includes approximately $12.0 million for an
equivalent amount of cash acquired. The existing indebtedness owed to
Thermo Instrument is due January 2, 1999, and bears interest at the
90-day Commercial Paper Composite Rate plus 25 basis points, set at the
beginning of each quarter.
The Company has undertaken a restructuring of certain acquired
businesses (Note 2). Amounts accrued for such activities total $4.2
million at April 4, 1998. The payments will primarily occur during the
remainder of 1998. The Company expects that such expenditures will not
change materially from amounts accrued at April 4, 1998.
12PAGE
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THERMO BIOANALYSIS CORPORATION
Liquidity and Capital Resources (continued)
The Company's financing activities provided $0.8 million of cash
during the first quarter of 1998. A net increase in the Company's bank
overdraft facility provided $0.7 million.
The Company has signed one agreement and two non-binding letters of
intent relating to the purchase of three businesses for aggregate
consideration of approximately $16.1 million in cash. These proposed
acquisitions are subject to certain conditions, including, in the case of
the agreement, stockholder approval by the potential acquiree, and in the
case of the non-binding letters of intent, completion of due diligence
and negotiation of definitive agreements. There can be no assurance that
these acquisitions will be completed.
In May 1998, the Company filed a registration statement under the
Securities Act of 1933 with the Securities and Exchange Commission for a
public offering of 4,500,000 shares of common stock. In addition, the
underwriters are expected to be granted a 30-day over-allotment option to
purchase up to an additional 675,000 shares of common stock. There can be
no assurance that such offering will be completed.
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. If the
offering of common stock described above is completed, the Company
expects to repay its $37.9 million debt payable to Thermo Instrument with
a portion of such net proceeds. The Company also has a $50.0 million
promissory note payable to Thermo Instrument due in July 1999, which it
expects to repay through a combination of internal funds and additional
debt or equity financing, possibly to include a portion of the net
proceeds from the sale of the shares of common stock described above.
Thermo Instrument, however, has stated its intention to require repayment
of such indebtedness only to the extent that the Company's resources
permit. Accordingly, the Company believes that its existing cash and cash
equivalents are sufficient to meet the capital requirements of its
existing businesses for the foreseeable future.
PART II - OTHER INFORMATION
---------------------------
Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
On April 2, 1998, at a Special Meeting of Stockholders, the Company's
stockholders approved the listing of 1,300,000 shares of the Company's
common stock on the American Stock Exchange, in connection with the
Company's 1997 acquisition of the Labsystems OY and Hybaid divisions of
LSI. Of the total votes, 8,325,521 shares were voted in favor of the
proposal, 2,516 shares were voted against the proposal, and 1,200 shares
abstained. No broker nonvotes were recorded.
13PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
Item 6 - Exhibits
-----------------
See Exhibit Index on the page immediately preceding exhibits.
14PAGE
<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 19th day of May 1998.
THERMO BIOANALYSIS CORPORATION
Paul F. Kelleher
------------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
------------------------------
John N. Hatsopoulos
Chief Financial Officer and
Senior Vice President
15PAGE
<PAGE>
THERMO BIOANALYSIS CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
2.4 Share Purchase Agreement dated as of May 11, 1998, between
the Company and Thermo Instrument Systems Inc. (incorporated
by reference herein from Exhibit 2.4 to the Company's
Registration Statement on Form S-1 [Reg. No. 333-52445]).
2.5 Share Purchase Agreement dated as of May 11, 1998, between
the Company and ThermoQuest Corporation (incorporated by
reference herein from Exhibit 2.5 to the Company's
Registration Statement on Form S-1 [Reg. No. 333-52445]).
10.21 $50,000,000 Principal Amount Promissory Note, due 1999,
dated April 30, 1998 (incorporated by reference herein from
Exhibit 10.21 to the Company's Registration Statement on
Form S-1 [Reg. No. 333-52445]).
27 Financial Data Schedule.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO
BIOANALYSIS CORPORATION'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
APRIL 4, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-END> APR-04-1998
<CASH> 43,526
<SECURITIES> 0
<RECEIVABLES> 51,072
<ALLOWANCES> 5,926
<INVENTORY> 39,282
<CURRENT-ASSETS> 141,875
<PP&E> 35,274
<DEPRECIATION> 13,114
<TOTAL-ASSETS> 324,866
<CURRENT-LIABILITIES> 88,903
<BONDS> 198
0
0
<COMMON> 141
<OTHER-SE> 135,485
<TOTAL-LIABILITY-AND-EQUITY> 324,866
<SALES> 54,434
<TOTAL-REVENUES> 54,434
<CGS> 26,583
<TOTAL-COSTS> 26,583
<OTHER-EXPENSES> 3,923
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 2,003
<INCOME-PRETAX> 5,024
<INCOME-TAX> 1,822
<INCOME-CONTINUING> 3,202
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,202
<EPS-PRIMARY> .23
<EPS-DILUTED> .21
</TABLE>
