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
July 2, 1994.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 1-9786
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2925809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Airport Road
Post Office Box 2108
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 July 29, 1994
---------------------------- ----------------------------
Common Stock, $.10 par value 47,080,716
<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
PART I - Financial Information
Item 1 - Financial Statements
(a) Consolidated Balance Sheet - Assets as of July 2, 1994 and
January 1, 1994 (In thousands)
July 2, Jan. 1,
1994 1994
-------- --------
Current Assets:
Cash and cash equivalents $113,971 $177,442
Available-for-sale investments, at quoted
market value (amortized cost of $20,939)
(includes $3,334 of related party
debentures) (Note 3) 21,902 -
Short-term investments in related party
debentures - 6,145
Accounts receivable, net 138,343 129,184
Unbilled contract costs and fees 4,869 6,907
Inventories:
Raw materials and supplies 68,701 53,322
Work in process and finished goods 62,644 44,230
Prepaid expenses 5,616 5,131
Prepaid income taxes 32,782 24,212
-------- --------
448,828 446,573
-------- --------
Property, Plant and Equipment, at Cost 164,476 160,472
Less: Accumulated depreciation and
amortization 38,694 39,185
-------- --------
125,782 121,287
-------- --------
Investment in Thermo Terra Tech Joint
Venture (Note 4) 32,022 -
-------- --------
Patents and Other Assets 26,185 27,820
-------- --------
Cost in Excess of Net Assets of Acquired
Companies (Note 2) 331,749 295,461
-------- --------
$964,566 $891,141
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
2<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(a) Consolidated Balance Sheet - Liabilities and Shareholders'
Investment as of July 2, 1994 and January 1, 1994 (In thousands
except share amounts)
July 2, Jan. 1,
1994 1994
-------- --------
Current Liabilities:
Notes payable $ 40,487 $ 37,516
Accounts payable 36,868 29,658
Accrued payroll and employee benefits 27,881 22,737
Accrued income taxes 25,242 18,653
Customer deposits 6,713 9,699
Accrued installation and warranty expenses 16,006 14,111
Other accrued expenses 88,339 70,079
Due to parent company 9,073 6,067
-------- --------
250,609 208,520
-------- --------
Deferred Income Taxes 19,674 19,542
-------- --------
Other Deferred Items 19,085 18,863
-------- --------
Long-term Obligations:
Senior obligations, including $140,000 due
to parent company 210,000 210,000
Subordinated obligations, including $2,034
and $2,734 due to parent company 41,411 52,303
Other 22,503 23,858
-------- --------
273,914 286,161
-------- --------
Shareholders' Investment:
Common stock, $.10 par value, 125,000,000
shares authorized; 47,855,516 and 47,078,660
shares issued 4,786 4,708
Capital in excess of par value 229,755 219,703
Retained earnings 179,301 152,364
Treasury stock at cost, 799,695 and
867,087 shares (14,743) (15,850)
Cumulative translation adjustment 1,579 (2,870)
Net unrealized gain on available-for-sale
investments (Note 3) 606 -
-------- --------
401,284 358,055
-------- --------
$964,566 $891,141
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
3<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(b) Consolidated Statement of Income for the three months ended
July 2, 1994 and July 3, 1993 (In thousands except per share
amounts)
Three Months Ended
------------------
July 2, July 3,
1994 1993
-------- --------
Revenues:
Instruments $162,615 $125,796
Services - 14,619
-------- --------
162,615 140,415
-------- --------
Costs and Expenses:
Cost of instrument revenues 83,828 63,870
Cost of service revenues - 11,236
Selling, general and administrative expenses 42,734 35,355
Research and development expenses 11,314 8,729
-------- --------
137,876 119,190
-------- --------
Operating Income 24,739 21,225
Interest Income 1,196 287
Interest Expense (includes $1,348 and $596
related to notes to parent company) (3,992) (3,155)
Equity in Income of Unconsolidated
Subsidiaries (includes $897 of income in
related party investment in 1994) (Note 4) 971 76
Gain on Sale of Related Party Investments 2,000 -
-------- --------
Income Before Provision for Income Taxes 24,914 18,433
Provision for Income Taxes 10,830 7,927
-------- --------
Net Income $ 14,084 $ 10,506
======== ========
Earnings per Share:
Primary $ .30 $ .24
======== ========
Fully diluted $ .28 $ .23
======== ========
Weighted Average Shares:
Primary 46,970 44,594
======== ========
Fully diluted 56,565 49,709
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
4<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(b) Consolidated Statement of Income for the six months ended
July 2, 1994 and July 3, 1993 (In thousands except per share
amounts)
Six Months Ended
------------------
July 2, July 3,
1994 1993
-------- --------
Revenues:
Instruments $310,202 $262,260
Services 12,195 27,903
-------- --------
322,397 290,163
-------- --------
Costs and Expenses:
Cost of instrument revenues 158,745 134,219
Cost of service revenues 9,493 21,529
Selling, general and administrative expenses 83,762 73,939
Research and development expenses 20,420 18,585
-------- --------
272,420 248,272
-------- --------
Operating Income 49,977 41,891
Interest Income 2,738 648
Interest Expense (includes $2,704 and $1,381
related to notes to parent company) (8,090) (6,935)
Equity in Income of Unconsolidated
Subsidiaries (includes $897 of income in
related party investment in 1994) (Note 4) 1,036 108
Gain on Sale of Related Party Investments 2,000 -
-------- --------
Income Before Provision for Income Taxes 47,661 35,712
Provision for Income Taxes 20,725 15,357
-------- --------
Net Income $ 26,936 $ 20,355
======== ========
Earnings per Share:
Primary $ .58 $ .46
======== ========
Fully diluted $ .53 $ .44
======== ========
Weighted Average Shares:
Primary 46,772 44,259
======== ========
Fully diluted 56,572 49,695
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
5<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(c) Consolidated Statement of Cash Flows for the six months ended
July 2, 1994 and July 3, 1993 (In thousands)
Six Months Ended
------------------
July 2, July 3,
1994 1993
-------- --------
Operating Activities:
Net income $ 26,936 $ 20,355
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 11,841 11,160
Provision for losses on accounts receivable 534 737
Decrease in deferred income taxes (3) (687)
Equity in income of unconsolidated subsidiaries (1,036) (108)
Gain on sale of related party investments (2,000) -
Other noncash expenses 1,546 1,790
Changes in current accounts, excluding the
effects of acquisitions:
Accounts receivable 16,599 (15,694)
Inventories (5,058) 3,811
Other current assets (3) 692
Accounts payable 2,356 (15,422)
Other current liabilities (8,450) (2,044)
-------- --------
Net cash provided by operating activities 43,262 4,590
-------- --------
Investing Activities:
Acquisitions, net of cash acquired (Note 2) (91,701) (86,519)
Sale of Nicolet Biomedical - 67,900
Purchases of long-term investments 303 (2,132)
Purchases of available-for-sale investments (18,250) -
Proceeds from sale and maturities of
available-for-sale investments 6,000 -
Purchases of property, plant and equipment (3,701) (4,356)
Other 628 612
-------- --------
Net cash used in investing activities (106,721) (24,495)
-------- --------
Financing Activities:
Proceeds from issuance of obligations to
parent company - 89,000
Repayment of obligation to parent company - (69,000)
Proceeds from issuance of long-term obligations 75 -
Repayment and repurchase of long-term
obligations (1,465) (3,247)
Proceeds from issuance of common stock 570 526
Purchases of Company common stock - (820)
-------- --------
Net cash provided by (used in) financing
activities (820) 16,459
-------- --------
Exchange Rate Effect on Cash 808 (350)
-------- --------
Decrease in Cash and Cash Equivalents (63,471) (3,796)
Cash and Cash Equivalents at Beginning of Period 177,442 25,939
-------- --------
Cash and Cash Equivalents at End of Period $113,971 $ 22,143
======== ========
6<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(c) Consolidated Statement of Cash Flows for the six months ended
July 2, 1994 and July 3, 1993 (continued) (In thousands)
Six Months Ended
------------------
July 2, July 3,
1994 1993
-------- --------
Cash Paid For:
Interest $ 7,016 $ 5,612
Income taxes $ 12,430 $ 1,711
Noncash Financing Activities:
Conversions of convertible obligations $ 10,892 $ 18,560
The accompanying notes are an integral part of these consolidated
financial statements.
7<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(d) Notes to Consolidated Financial Statements - July 2, 1994
1. General
The interim consolidated financial statements presented have been
prepared by Thermo Instrument Systems Inc. (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- and six-month periods ended July 2, 1994 and
July 3, 1993, (b) the financial position at July 2, 1994, and (c) the
cash flows for the six-month periods ended July 2, 1994 and July 3,
1993. Interim results are not necessarily indicative of results for a
full year.
The consolidated balance sheet presented as of January 1, 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
January 1, 1994, filed with the Securities and Exchange Commission.
2. Acquisition
On March 16, 1994, the Company completed the acquisition of several
businesses within the EnviroTech Measurements & Controls group of
Baker Hughes Incorporated for a purchase price of approximately $87.3
million in cash, subject to a post-closing adjustment. The Company
acquired the EnviroTech Controls, Noran Instruments, TN Technologies,
and Tremetrics businesses, which collectively design, manufacture, and
market a variety of process control, process measurement, and
laboratory analytical products for use in a wide range of industrial,
energy, environmental, and research applications.
This acquisition has been accounted for using the purchase method
of accounting and the results of operations of the acquired businesses
have been included in the accompanying financial statements from the
date of acquisition. The aggregate cost of this acquisition exceeded
the estimated fair value of the acquired net assets by $53.8 million,
which is being amortized over 40 years. Allocation of the purchase
price was based on an estimate of the fair value of the net assets
acquired and is subject to adjustment.
Based on unaudited data, the following table presents selected
financial information for the Company and the acquired businesses on a
pro forma basis, assuming the companies had been combined since the
beginning of 1993.
8<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(d) Notes to Consolidated Financial Statements - July 2, 1994
(continued)
2. Acquisition (continued)
Three
Months
Ended Six Months Ended
------- ------------------
July 3, July 2, July 3,
(In thousands except per share amounts) 1993 1994 1993
--------------------------------------------------------------------
Revenues $171,919 $344,081 $357,829
Net income 8,346 25,161 18,573
Earnings per share:
Primary .19 .54 .42
Fully diluted .18 .50 .41
The pro forma results include the Company's historical statements,
which include the environmental services businesses that comprised the
Company's Services segment. Effective April 4, 1994, the environmental
services businesses are no longer consolidated with the Company's
results (Note 4). The pro forma results are not necessarily indicative
of future operations or the actual results that would have occurred
had the acquisition been made at the beginning of 1993.
3. Available-for-sale Investments
Effective January 2, 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with SFAS
No. 115, the Company's debt and marketable equity securities are
considered "Available-for-sale investments" in the accompanying
balance sheet and are carried at market value, with the difference
between cost and market value, net of related tax effects, recorded
currently as a component of shareholders' investment titled "Net
unrealized gain on available-for-sale investments." "Net unrealized
gain on available-for-sale investments" consists of (1) an unrealized
gain, net of related tax effects, of $1,885,000 that was recorded as a
cumulative effect of change in accounting principle adjustment and
(2) an unrealized loss, net of related tax effects, of $1,279,000
relating to the decline in market value of available-for-sale
investments for the six-month period ended July 2, 1994.
Available-for-sale investments in the accompanying balance sheet at
July 2, 1994, represent investments in corporate bonds. The difference
between the market value and the cost basis of available-for-sale
investments was $963,000 at July 2, 1994, which represents gross
unrealized gains of $1,049,000 and gross unrealized losses of $86,000
on those investments.
Available-for-sale investments in the accompanying balance sheet at
July 2, 1994, include $18,568,000 with contractual maturities of one
year or less and $3,334,000 with contractual maturities of over one
year through five years. Expected maturities, as classified in the
9<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
(d) Notes to Consolidated Financial Statements - July 2, 1994
(continued)
3. Available-for-sale Investments (continued)
accompanying balance sheet, may differ from contractual maturities as
a result of the Company's intent to sell these securities prior to
maturity and as a result of put and call options that enable either
the Company and/or the issuer to redeem these securities at an earlier
date.
The cost of available-for-sale investments that were sold was based
on specific identification in determining realized gains recorded in
the accompanying statement of income. "Gain on sale of related party
investments" in the accompanying statement of income for the six-month
period ended July 2, 1994, resulted from gross realized gains relating
to the sale of available-for-sale investments.
4. Joint Venture
Effective April 4, 1994, the Company formed an environmental
services joint venture with Thermo Process Systems Inc. (Thermo
Process), another public subsidiary of Thermo Electron Corporation.
The joint venture will operate under the name Thermo Terra Tech. The
Company contributed the analytical laboratories and the nuclear health
physics and environmental science and engineering services businesses
that comprised its Services segment. Thermo Process contributed its
recently acquired environmental laboratory business, which specializes
in fast-response testing of petroleum-contaminated soils and
groundwater, and approximately $31 million in cash and short-term
investments.
The Company owns 49% of Thermo Terra Tech and accounts for its
interest in the joint venture under the equity method. Under the terms
of the joint venture agreement, 66.67% of income earned by the joint
venture after April 4, 1994, will be allocated to the Company until
the first to occur of (a) the joint venture has accumulated $5.1
million in net profits, (b) April 1, 1995, or (c) the date on which at
least 70% of Thermo Process' cash contribution to the joint venture is
first invested in one or more additional businesses. Thereafter, the
Company's share of the joint venture's income will be 49%. The
Company's environmental services businesses had revenues of $55.2
million and $12.2 million for the year ended January 1, 1994 and the
three-month period ended April 2, 1994, respectively.
10<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Second Quarter 1994 Compared With Second Quarter 1993
Revenues for the second quarter of 1994 increased 16% to $162.6
million from $140.4 million in 1993. Instruments segment revenues
increased $36.8 million, or 29%, to $162.6 million in the second
quarter of 1994 from $125.8 million in 1993. The increase was due to
acquisitions which include the radiation safety measurement products
and radiometry process control divisions of FAG Kugelfischer Georg
Shafer AG in October 1993 and several businesses within the EnviroTech
Measurements & Controls group of Baker Hughes Incorporated (Baker
Hughes) in March 1994. There were no revenues for the Services segment
in the second quarter of 1994, compared with $14.6 million in 1993.
Effective April 4, 1994, the Company contributed the businesses that
comprised its Services segment to Thermo Terra Tech in exchange for a
49% ownership interest in that joint venture. As a result, the
Services segment operations are no longer consolidated in the
Company's financial statements. (See Note 4 to Consolidated Financial
Statements.)
The Company's gross profit margin increased to 48% in the second
quarter of 1994 from 47% for the same period in 1993. Gross profit
margin for the Instruments segment decreased to 48% in the second
quarter of 1994 from 49% in 1993 due to changes in product mix. Gross
profit margin for the Services segment was 23% in 1993.
Selling, general and administrative expenses as a percentage of
revenues increased to 26% in the second quarter of 1994 from 25% for
the same period in 1993 as a result of higher costs as a percentage of
revenues for acquired businesses. Research and development expenses
remained relatively unchanged at 7.0% of Instruments segment revenues
in the second quarter of 1994, compared with 6.9% in 1993.
Interest income increased to $1.2 million in the second quarter of
1994 from $0.3 million for the same period in 1993 primarily as a
result of interest income earned on the net proceeds from the issuance
of the 3 3/4% senior obligations in September 1993, offset in part by
the cash used to purchase several businesses within the EnviroTech
Measurements & Controls group of Baker Hughes in the first quarter of
1994. Interest expense increased to $4.0 million in 1994 from $3.2
million in 1993, due primarily to the issuance of the 3 3/4% senior
obligations, offset in part by the reduction in interest expense as a
result of the repayment in 1993 of debt incurred in connection with
acquisitions. The Company recorded a gain of $2.0 million in the
second quarter of 1994 on the sale of part of its investment in
Thermedics Inc. (Thermedics) convertible debentures. Thermedics is a
majority-owned subsidiary of Thermo Electron Corporation (Thermo
Electron).
11<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
First Six Months 1994 Compared With First Six Months 1993
Revenues for the first six months of 1994 increased 11% to $322.4
million from $290.2 million for the same period in 1993. Instruments
segment revenues increased $47.9 million, or 18%, to $310.2 million in
1994 from $262.3 million in 1993 due to acquisitions, net of the sale
of the biomedical instruments products business of the Company's
Nicolet Instrument Corporation (Nicolet Biomedical) subsidiary to
Thermo Electron, effective April 5, 1993. Nicolet Biomedical accounted
for $12.6 million of revenues in the first quarter of 1993.
Acquisitions include those discussed in the results of operations for
the second quarter, as well as the acquisition of Spectra Physics
Analytical in February 1993. Services segment revenues were $12.2
million for the three-month period ended April 2, 1994, and $27.9
million for the first six months of 1993. This reduction reflects the
formation of the Thermo Terra Tech joint venture, effective April 4,
1994.
The Company's gross profit margin increased to 48% for the first
six months of 1994 from 46% for the same period in 1993. Gross profit
margin for the Instruments segment remained unchanged at 49% in the
first six months of both 1994 and 1993. Gross profit margin for the
Services segment was relatively unchanged at 22.2% in the first six
months of 1994, compared with 22.8% in 1993.
Selling, general and administrative expenses as a percentage of
revenues increased to 26% in the first six months of 1994 from 25% in
1993 primarily as a result of higher costs as a percentage of revenues
for acquired businesses. Research and development expenses decreased
to 6.6% of Instruments segment revenues in 1994 from 7.1% in 1993,
primarily due to the sale of Nicolet Biomedical.
Interest income was $2.7 million in the first six months of 1994,
compared with $0.6 million for the same period in 1993. Interest
expense was $8.1 million in 1994, compared with $6.9 million in 1993.
The reasons for these increases are the same as those discussed in the
results of operations for the second quarter.
"Equity in income of unconsolidated subsidiaries" in the first six
months of 1994 primarily represents the Company's portion of the
results of Thermo Terra Tech (see Note 4 to Consolidated Financial
Statements).
The effective tax rate was 43.5% and 43.0% in the first six months
of 1994 and 1993, respectively. These rates exceeded the statutory
federal income tax rate primarily due to nondeductible amortization of
cost in excess of net assets of acquired companies, the inability to
provide a tax benefit on losses incurred at certain subsidiaries, and
the impact of state income taxes.
12<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Financial Condition
Liquidity and Capital Resources
Consolidated working capital at July 2, 1994, was $198.2 million,
compared with $238.1 million at January 1, 1994, a decrease of $39.8
million. Included in working capital are cash, cash equivalents, and
short-term investments of $135.9 million at July 2, 1994, and $183.6
million at January 1, 1994. In March 1994 the Company acquired certain
businesses within the EnviroTech Measurements & Controls group of
Baker Hughes for $87.3 million in cash, subject to a post-closing
adjustment (see Note 2 to Consolidated Financial Statements).
During the remainder of 1994, the Company plans to make
expenditures of approximately $7.3 million for property, plant and
equipment. The Company plans to make these expenditures from working
capital. The Company believes that the remainder of its existing
resources are sufficient to meet the capital requirements of its
existing operations for the foreseeable future.
Item 4 - Submission of Matters to a Vote of Security Holders
On May 23, 1994, at the Annual Meeting of Shareholders, the
shareholders elected 10 incumbent directors to a one-year term
expiring in 1995. The directors reelected at the meeting were:
Marshall J. Armstrong, Frank Borman, Elias P. Gyftopoulos, George N.
Hatsopoulos, John N. Hatsopoulos, Robert C. Howard, Frank Jungers,
Robert A. McCabe, Arvin H. Smith, and Polyvios Vintiadis. Messrs.
Borman, Gyftopoulos, J. Hatsopoulos, Howard, Jungers, and McCabe each
received 38,613,776 shares voted in favor of election and 17,499
shares voted against, Messrs. Armstrong and G. Hatsopoulos each
received 38,613,691 shares voted in favor of election and 17,584
shares voted against, Mr. Smith received 38,613,770 shares voted in
favor of election and 17,505 shares voted against, and Mr. Vintiadis
received 38,613,450 shares voted in favor of election and 17,825
shares voted against. No abstentions or broker nonvotes were recorded
on the election of directors.
13<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
PART II - Other Information
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 May 28, 1994, the Company filed an amendment on Form 8-K/A the
purpose of which was to file the financial information required by
Form 8-K concerning the acquisition of the EnviroTech Controls, Noran
Instruments, TN Technologies, and Tremetrics businesses of Baker
Hughes Incorporated on March 16, 1994.
14<PAGE>
FORM 10-Q
July 2, 1994
THERMO INSTRUMENT SYSTEMS INC.
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 9th day
of August 1994.
THERMO INSTRUMENT SYSTEMS INC.
Paul F. Kelleher
-------------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
-------------------------------
John N. Hatsopoulos
Chief Financial Officer
15<PAGE>
EXHIBIT INDEX
Exhibit Number Document Page
11 Statement re: Computation of earnings per share
Exhibit 11
THERMO INSTRUMENT SYSTEMS INC.
Computation of Earnings per Share
Three Months Ended Six Months Ended
----------------------- ----------------------
July 2, July 3, July 2, July 3,
1994 1993 1994 1993
----------- ----------- ------------ ----------
Computation of Fully
Diluted Earnings
per Share:
Income:
Net income $14,084,000 $10,506,000 $26,936,000 $20,355,000
Add: Convertible
debenture
interest, net
of tax 1,580,000 746,000 3,211,000 1,592,000
----------- ----------- ----------- -----------
Income applicable
to common stock
assuming full
dilution (a) $15,664,000 $11,252,000 $30,147,000 $21,947,000
----------- ----------- ----------- -----------
Shares:
Weighted average
shares outstanding 46,970,213 44,593,981 46,771,620 44,258,841
Add: Shares issuable
from assumed
exercise of
convertible
debentures 9,387,338 4,833,982 9,565,546 5,121,432
Shares issuable
from assumed
exercise of
options (as
determined by
the application
of the treasury
stock method) 206,987 280,940 234,588 314,239
----------- ----------- ----------- -----------
Weighted average
shares outstanding,
as adjusted (b) 56,564,538 49,708,903 56,571,754 49,694,512
----------- ----------- ----------- -----------
Fully Diluted
Earnings per Share
(a) / (b) $ .28 $ .23 $ .53 $ .44
=========== =========== ========== ===========
