SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------------
AMENDMENT NO. 1 ON FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
March 29, 1996
________________________________________
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
1275 Hammerwood Avenue
Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
<PAGE>
FORM 8-K/A
Item 2. Acquisition or Disposition of Assets
On March 29, 1996, Thermo Instrument Systems Inc. (the "Company")
acquired a substantial portion of the Scientific Instruments Division of
Fisons plc ("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer
Inc., for 122,608,000 British pounds sterling in cash and the assumption of
approximately 23,000,000 British pounds sterling of indebtedness. The
purchase price is subject to post-closing adjustments equal to the amounts
by which the value of the net tangible assets and net debt of the acquired
businesses on the closing date are greater or less than, as the case may
be, certain target amounts agreed to by the parties.
The acquisition was made pursuant to an Amended and Restated Asset and
Stock Purchase Agreement dated as of March 29, 1996 among the Company,
Fisons and Thermo Electron Corporation (the "Agreement"). The Agreement
superseded a prior agreement dated March 1, 1995 under which the Company
had agreed to buy the entire Scientific Instruments Division of Fisons. The
Agreement modified the original agreement by excluding from the businesses
to be acquired by the Company substantially all of the mass spectrometer
businesses of Fisons and a high-resolution mass spectrometer/
inductively-coupled plasma product. The parties excluded these product
lines from the acquisition in order to address concerns raised by the
United States Federal Trade Commission and antitrust authorities in
England.
The purchase price was based on the Company's determination of the
fair value of the acquired businesses, and the terms of the Agreement were
determined by arms-length negotiation among the parties. To finance the
acquisition, the Company utilized approximately $98 million of available
cash, in addition to borrowings of approximately $89 million from Thermo
Electron Corporation ("Thermo Electron"). As of April 12, 1996, the Company
repaid a portion of the borrowings from Thermo Electron. Remaining
acquisition indebtedness of $65 million to Thermo Electron bears interest
at a rate equal to the 90-day Commercial Paper Composite Rate plus 25 basis
points, set at the beginning of each quarter, and is due April 11, 1997.
The Company has no present intention to use the plant, equipment or
other physical property acquired for purposes materially different from the
purposes for which such assets were used prior to the acquisition. However,
the Company will review the acquired businesses and their assets, corporate
structure, capitalization, operations, properties, policies, management,
and personnel. After completion of this review, the Company may develop
alternative plans or proposals, including mergers, transfers of a material
amount of assets or other transactions or changes relating to the acquired
businesses. Any such transaction might involve Thermo Electron or another
subsidiary of Thermo Electron.
2PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
Attached hereto.
3PAGE
<PAGE>
Fisons Scientific Instruments Business
Consolidated Financial Statements for the Year Ended December 31, 1995
PAGE
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Fisons plc:
We have audited the accompanying consolidated financial statements of
the Fisons Scientific Instruments business acquired by Thermo Instrument
Systems Inc. ("the Business") which have been prepared on a standalone
basis under the historical cost convention, as modified by the revaluation
of certain fixed assets, and the accounting policies and basis of
preparation set out on pages 7 to 9, and are expressed in pounds sterling.
These financial statements are the responsibility of the management of
Fisons plc. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United Kingdom. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
As discussed in Notes 1 to 2 to the financial statements, separate
consolidated financial statements were not previously prepared for the
Business. In the past, certain Fisons plc costs were directly allocated to
the Business for Group reporting purposes and a similar allocation has been
made for the purposes of these financial statements. Accordingly, the costs
included in these consolidated financial statements are not necessarily
indicative of the actual costs that the Business may have incurred as an
independent business.
In our opinion, the financial statements referred to above present
fairly in all material respects, the consolidated financial position of the
Business at December 31, 1995 and the consolidated results of its
operations and its cash flows for the year ended December 31, 1995 in
conformity with generally accepted accounting principles in the United
Kingdom.
Price Waterhouse
Chartered Accountants
London, England
June 12, 1996
2PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(In British pounds sterling)
Year Ended
December 31,
(In millions) Note 1995
--------------------------------------------------------------------------
Turnover 4 229.3
Cost of sales (156.3)
------
Gross profit 73.0
Distribution and administrative expenses (79.1)
------
Operating loss 5 (6.1)
Interest receivable 6 0.2
Interest payable and similar charges 6 (4.3)
------
Loss on ordinary activities before taxation (10.2)
Taxation 7 (0.3)
------
Retained loss on ordinary activities after taxation (10.5)
======
All results relate to continuing operations.
There is no material difference between the reported loss and the result on
an unmodified historical cost basis.
The notes on pages 7 to 16 form part of these accounts.
3PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
CONSOLIDATED BALANCE SHEET
(In British pounds sterling)
December 31,
(In millions) Note 1995
--------------------------------------------------------------------------
FIXED ASSETS
Tangible assets 8 49.2
-----
CURRENT ASSETS
Stocks 9 47.3
Debtors 10 75.2
Cash at bank and in hand 14.4
-----
136.9
CURRENT LIABILITIES
Creditors: amounts falling due within one year 11 (91.9)
-----
NET CURRENT ASSETS 45.0
-----
TOTAL ASSETS LESS CURRENT LIABILITIES 94.2
PROVISIONS FOR LIABILITIES AND CHARGES 12 (19.9)
-----
74.3
=====
FISONS NET INVESTMENT 74.3
=====
These accounts were approved on June 12, 1996.
The notes on pages 7 to 16 form part of these reports.
4PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
CONSOLIDATED CASH FLOW STATEMENT
(In British pounds sterling)
Year Ended
December 31,
(In millions) Note 1995
--------------------------------------------------------------------------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES 13 (13.3)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 0.2
Interest paid (4.3) (4.1)
---- -----
(17.4)
TAXATION PAID (1.1)
-----
(18.5)
INVESTING ACTIVITIES
Purchase of tangible fixed assets (9.5)
Sale of tangible fixed assets 4.2 (5.3)
---- -----
NET CASH OUTFLOW BEFORE FINANCING (23.8)
FINANCING
Fisons contribution 22.4
-----
DECREASE IN CASH AND CASH EQUIVALENTS 14 (1.4)
=====
The notes on pages 7 to 16 form part of these accounts.
5PAGE
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FISONS SCIENTIFIC INSTRUMENTS BUSINESS
MOVEMENT IN FISONS NET INVESTMENT
(In British pounds sterling)
Year Ended
December 31,
(In millions) 1995
--------------------------------------------------------------------------
Retained loss for the year (10.5)
Currency translation differences 0.9
Fisons contribution 22.4
-----
Movement in Fisons' net investment 12.8
FISONS' NET INVESTMENT AT JANUARY 1, 1995 61.5
-----
FISONS' NET INVESTMENT AT DECEMBER 31, 1995 74.3
=====
STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES
(In British pounds sterling)
Year Ended
December 31,
(In millions) 1995
--------------------------------------------------------------------------
Retained loss for the year (10.5)
Currency translation differences 0.9
-----
Total recognized gains and losses for the year (9.6)
=====
The notes on pages 7 to 16 form part of these accounts.
6PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
On March 2, 1995, Fisons plc and subsidiaries ("Fisons") announced the
sale of its worldwide Scientific Instruments Division which manufactures
and distributes throughout the world a range of scientific instruments. The
sale of the majority of the division to Thermo Instrument Systems Inc.
("Thermo") was completed on March 29, 1996. These accounts consolidate the
operations acquired by Thermo ("the Business"). The ultimate parent company
of Fisons is Rhone-Poulenc SA. Comparative information has not been
prepared, as it is not required.
Separate financial statements have not been previously prepared as
historically the Business has been managed as part of a division of Fisons.
These consolidated financial statements have been prepared from Fisons'
historical accounting records as if the operations of the Business in each
country had been conducted exclusively within a wholly owned subsidiary of
the Fisons' subsidiary in that country. Accordingly, net investment in the
Business ("Fisons' net investment") is shown in lieu of shareholders'
equity in the consolidated financial statements.
Fisons' net investment consists of the accumulated earnings of the
Business, accumulated currency translation adjustments, revaluation
reserves, and contributions to or from Fisons, less goodwill and includes
all amounts due to and owing from the Business. Contributions to or from
Fisons include arrangements between Fisons and various entities of the
Business which are normally not settled in cash. In those cases where
amounts owing to or from Fisons are interest bearing, interest income and
interest expense have been taken through the profit and loss account.
The consolidated financial statements of the Business have been
prepared in accordance with accounting principles generally accepted in the
UK (UK GAAP). The assets and liabilities of the Business have been recorded
in accordance with the accounting policies of Fisons set out at Note 3. The
accounts reflect the financial position at December 31, 1995 and for the
year then ended and do not reflect any adjustments that might be required
by the new owner, Thermo.
It should be noted that no separate formal tax assessment was ever
prepared for the Business. Tax expense has been calculated as if the
Business was a stand-alone taxpayer. Deferred tax has not been allocated to
the Business as it is not practicable to do so, however, it is not
estimated to be material.
The Business' manufacturing operations are generally conducted at
sites used exclusively by the Business. However, certain distribution
activities are conducted at sites where other Fisons operations are
present. At these shared sites, an estimate of the operating costs which
relate to the Business have been allocated to the profit and loss account.
In addition, the allocation of assets and liabilities recognize the
underlying contractual terms agreed with Thermo.
7PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
As discussed in Note 16, there have been no allocations to the
Business of the contingent liabilities of Fisons. As described in Note 17,
pension costs have been accounted for on a cash basis as there is no
practicable basis for allocation of the surpluses/deficiencies in the
Fisons pension schemes. Certain other allocations have been made for
purposes of preparing these consolidated financial statements as described
in Note 2.
2. RELATED PARTIES
Fisons incurs central general and administrative expenses. A
proportion of these expenses have been allocated to the Business on a basis
consistent with that used for external reporting by Fisons in previous
years. However, such costs and allocations do not necessarily represent the
level of costs which might have been incurred had the Business been
operated on a stand-alone basis for the year. The expenses allocated for
the year are 1.8 million British pounds sterling and are reflected in the
profit and loss account in distribution and administrative expenses.
3. STATEMENT OF ACCOUNTING POLICIES
The significant accounting policies used in the preparation of the
consolidated financial statements of the Business are set out below. The
consolidated financial statements have been prepared in accordance with
applicable accounting standards under the historical cost convention with
certain assets included at revalued amounts.
Turnover
Turnover represents sales by the Business to external customers.
Foreign Currencies
Assets and liabilities in foreign currencies are expressed in British
pounds sterling at the rates of exchange ruling at December 31. The
differences arising on translation are taken directly to reserves. The
results for the year of overseas companies are expressed in British pounds
sterling at the average rates of exchange prevailing during the year.
Currency gains and losses on trading items are taken to the profit and loss
account.
Leases
Rental payments under operating leases are charged to the profit and
loss account over the lease term.
8PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Research and Development Expenditure
Research and development expenditure is charged against trading
profits as incurred.
Intangible Assets
Individual elements of purchased goodwill are either written off
directly against reserves or are amortized through the profit and loss
account. Other intangible assets are amortized through the profit and loss
account.
Fixed Assets and Depreciation
Fixed assets are stated at cost or valuation less depreciation, except
in the case of freehold land which is not depreciated. The values of land
and buildings are professionally reviewed on a regular basis. Depreciation
is provided on a straight-line basis at an annual rate over the expected
economic lives of the assets. Within the following asset classifications
the expected economic lives are approximately:
(i) Freehold buildings (other than in iii) 50 years
(ii) Leasehold land and buildings - long 50 years
- short Life of lease
(iii) Plant and equipment (including industrial
buildings housing or linked to plant) 10 years
(iv) Motor vehicles 4 years
Stocks
Stocks are stated at the lower of cost and net realizable value on a
basis consistent with previous years. Cost includes appropriate overhead
expenses.
9PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
4. SEGMENT INFORMATION
The business operates within a single industry segment. The following
geographical analysis is by location of operation.
Year Ended December 31, 1995
---------------------------------------------
Continental North
UK Europe America Other Total
----- ----------- ------- ----- -----
(In millions of British pounds sterling)
Total turnover 82.8 148.0 70.0 11.6 312.4
Intersegment turnover (40.4) (37.6) (5.1) - (83.1)
----- ----- ----- ----- -----
External turnover 42.4 110.4 64.9 11.6 229.3
===== ===== ===== ===== =====
Operating (loss)/profit (8.3) 3.0 (2.3) 1.5 (6.1)
===== ===== ===== ===== =====
Operating assets 44.6 39.2 7.4 1.4 92.6
===== ===== ===== ===== =====
Operating assets excludes cash and borrowings.
The geographical analysis of sales by destination is as follows:
Year Ended
December 31,
1995
------------
(In millions of
British pounds
sterling)
United Kingdom 18.8
Continental Europe 96.8
North America 57.8
Rest of the World 55.9
-----
229.3
=====
10PAGE
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FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
5. OPERATING LOSS IS STATED AFTER CHARGING:
Year Ended
December 31,
1995
------------
(In millions of
British pounds
sterling)
Depreciation of fixed assets 9.5
Operating lease rentals:
Hire of plant and machinery 2.6
Other operating leases 3.9
Research and development expenditure 15.8
Pension cost (Note 17) 3.7
6. INTEREST
Year Ended
December 31,
1995
------------
(In millions of
British pounds
sterling)
Interest receivable:
Third party interest income 0.2
====
Interest payable and similar charges:
Bank overdrafts and other short-term borrowings 1.2
Interest payable to Fisons 3.1
----
Total interest payable and similar charges 4.3
====
7. TAXATION
The taxation expense of 0.3 million British pounds sterling represents
current tax relating to overseas subsidiaries.
11PAGE
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FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
8. TANGIBLE FIXED ASSETS
Land and Buildings
-------------------------------
Long Short Plant and
Freehold Leasehold Leasehold Equipment Total
-------- --------- --------- --------- -----
(In millions of British pounds sterling)
Cost or valuation:
At January 1, 1995 26.2 3.8 5.5 56.0 91.5
Currency translation
differences 2.2 - - 2.5 4.7
Additions - 0.4 0.3 8.8 9.5
Disposals - (0.6) (0.9) (10.2) (11.7)
---- ---- ---- ----- -----
At December 31, 1995 28.4 3.6 4.9 57.1 94.0
==== ==== ==== ===== =====
Being:
Valuation at
December 31, 1992 27.3 1.8 1.7 - 30.8
Cost 1.1 1.8 3.2 57.1 63.2
---- ---- ---- ----- -----
28.4 3.6 4.9 57.1 94.0
==== ==== ==== ===== =====
Accumulated depreciation:
At January 1, 1995 1.4 0.3 2.1 36.9 40.7
Currency translation
differences 0.1 - - 2.0 2.1
Disposals - (0.1) (0.3) (7.1) (7.5)
Charge for year 0.7 0.2 0.5 8.1 9.5
---- ---- ---- ----- -----
At December 31, 1995 2.2 0.4 2.3 39.9 44.8
==== ==== ==== ===== =====
Net book amount at
December 31, 1995 26.2 3.2 2.6 17.2 49.2
==== ==== ==== ===== =====
Net book amount at
December 31, 1994 24.8 3.5 3.4 19.1 50.8
==== ==== ==== ===== =====
12PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
9. STOCKS
December 31,
1995
--------------
(In millions of
British pounds
sterling)
Raw materials 19.8
Work in progress 12.4
Finished products 15.1
-----
47.3
=====
10. DEBTORS
December 31,
1995
--------------
(In millions of
British pounds
sterling)
Amounts due within one year:
Trade debtors 62.7
Other debtors 2.2
Prepayments and accrued income 4.8
-----
69.7
-----
Amounts due beyond one year:
Other debtors 5.5
-----
75.2
=====
13PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
11. CREDITORS: AMOUNTS PAYABLE WITHIN ONE YEAR
December 31,
1995
--------------
(In millions of
British pounds
sterling)
Bank loans and overdrafts 32.7
Trade creditors 16.5
Other creditors 17.8
Taxation and social security 7.0
Corporation tax 0.4
Accruals and deferred income 17.5
-----
91.9
=====
12. PROVISIONS FOR LIABILITIES AND CHARGES
Provisions of 19.9 million British pounds sterling are in respect of
other liabilities and include, principally, warranties and after sales
provisions, insurance claims, and business restructuring.
Amounts of 9.8 million British pounds sterling were provided in prior
years for restructuring costs and were utilized during the year.
13. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING
ACTIVITIES
Year Ended
December 31,
1995
--------------
(In millions of
British pounds
sterling)
Operating loss (6.1)
Depreciation 9.5
Decrease in stock 4.6
Increase in debtors (1.3)
Decrease in creditors and provisions (20.0)
-----
(13.3)
=====
14PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
14. ANALYSIS OF CASH AND CASH EQUIVALENTS
December 31,
(In millions of British pounds sterling) 1995
--------------------------------------------------------------------------
At January 1, 1995 (15.0)
Net cash outflow (1.4)
Currency translation differences (1.9)
-----
At December 31, 1995 (18.3)
=====
Comprising:
Cash at bank and in hand 14.4
Bank loans and overdrafts (32.7)
-----
(18.3)
=====
15. LEASES
The Business had annual commitments at December 31, 1995 under
operating leases principally in respect of land and buildings summarized as
follows:
(In millions of British pounds sterling)
--------------------------------------------------------------------------
Operating leases which expire:
Within one year 1.4
Within two to five years 2.5
After five years 1.7
-----
5.6
=====
16. CONTINGENT LIABILITIES
Fisons has contingent liabilities arising in the ordinary course of
business, including bank guarantees. It is not practicable to allocate
these contingent liabilities to the Business.
Land and buildings are employed in the Business and no provision is
made for the potential liability to taxation on any capital gains that
would arise if they were disposed of at the value placed upon them in the
accounts.
The undistributed profits of certain overseas companies would be
subject to further taxation if distributed as dividends. No provision for
taxation has been made in respect of these profits because there is no
intention to make any material distributions in the foreseeable future.
15PAGE
<PAGE>
FISONS SCIENTIFIC INSTRUMENTS BUSINESS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(continued)
17. POST-EMPLOYMENT BENEFITS
Pensions
Fisons operates a number of pension schemes throughout the world. All
major schemes are of the defined benefit type and are funded to cover
future pension liabilities after allowing for expected future earnings and
pension increases. These schemes are administered independently of Fisons,
generally by trusts, on the advice of independent qualified actuaries. The
Business participates in these schemes.
The financial statements include the cash cost of the schemes as it is
not practicable to allocate the annual cost of providing for the benefits
on an accruals basis to the Business. Particulars of the schemes will be
disclosed in the Fisons accounts for the year ended December 31, 1995.
Other Benefits
Fisons operates post-retirement benefit plans for a number of its
existing pensioners and employees. The most significant of these plans are
in the UK and the U.S. and are for varying benefits relating to medical and
dental care and life cover.
The financial statements include the cash cost of the plans as it is
not practicable to allocate the annual cost of providing for the benefits
on an accruals basis to the Business. Particulars of the plans will be
disclosed in the Fisons accounts for the year ended December 31, 1995.
16PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(b) Pro Forma Combined Condensed Financial Information
The following unaudited pro forma combined condensed financial
statement sets forth the results of operations for the year ended December
30, 1995, as if the acquisition of a substantial portion of the Scientific
Instruments Division of Fisons by the Company had occurred at the beginning
of 1995 and assuming there are no post-closing purchase price adjustments.
The acquisition has been accounted for using the purchase method of
accounting. The pro forma results of operations are not necessarily
indicative of future operations or the actual results that would have
occurred had the acquisition of the Fisons Scientific Instruments Business
been consummated at the beginning of 1995. The financial statements filed
under part (a) of this item should be read in conjunction with the pro
forma combined condensed financial statement.
4PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Year Ended December 30, 1995
(Unaudited)
Historical Pro Forma
----------------------- ---------------------
Fisons
Scientific
Thermo Instruments
Instrument Business Adjustments Combined
---------- ----------- ----------- --------
(In thousands except per share amounts)
Revenues $782,662 $362,294 $ - $1,144,956
-------- -------- -------- ----------
Costs and Expenses:
Cost of revenues 403,443 246,954 3,037 653,434
Selling, general and
administrative expenses 220,436 100,014 4,496 324,946
Research and development
expenses 54,314 24,964 - 79,278
Write-off of acquired
technology - - 3,500 3,500
-------- -------- -------- ----------
678,193 371,932 11,033 1,061,158
-------- -------- -------- ----------
Operating Income (Loss) 104,469 (9,638) (11,033) 83,798
Interest Income 14,646 316 (6,154) 8,808
Interest Expense (includes
$5,512 to parent company) (18,129) (6,794) (5,589) (30,512)
Gain on Issuance of Stock
by Subsidiaries 20,128 - - 20,128
Gain on Sale of Related
Party Investments 2,227 - - 2,227
-------- -------- -------- ----------
Income (Loss) from Continuing
Operations Before Income
Taxes and Minority Interest 123,341 (16,116) (22,776) 84,449
Provision for Income Taxes 42,713 474 (6,866) 36,321
Minority Interest Expense 1,324 - - 1,324
-------- -------- -------- ----------
Income (Loss) from Continuing
Operations 79,304 (16,590) (15,910) 46,804
Income from Discontinued
Operations 2 - - 2
-------- -------- -------- ----------
Net Income (Loss) $ 79,306 $(16,590) $(15,910) $ 46,806
======== ======== ======== ==========
Earnings per Share from
Continuing Operations:
Primary $ .88 $ .52
======== =========
Fully diluted $ .80 $ .49
======== =========
5PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (continued)
Year Ended December 30, 1995
(Unaudited)
Historical Pro Forma
----------------------- ---------------------
Fisons
Scientific
Thermo Instruments
Instrument Business Adjustments Combined
---------- ----------- ----------- --------
(In thousands except per share amounts)
Earnings per Share:
Primary $ .88 $ .52
======== =========
Fully diluted $ .80 $ .49
======== =========
Weighted Average Shares:
Primary 90,578 90,578
======== =========
Fully diluted 106,952 106,952
======== =========
See notes to pro forma combined condensed financial statements.
6PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The Fisons Scientific Instruments Business consolidated profit and
loss account for the year ended December 31, 1995, which is denominated in
British pounds sterling, has been translated at the average exchange rate
of 1.58 British pounds sterling per U.S. dollar for the pro forma combined
condensed statement of income. No material changes are required to conform
the results of operations of the Fisons Scientific Instruments Business to
United States generally accepted accounting principles. The allocation of
the purchase price is based on an estimate of the fair market value of the
net assets acquired and is subject to adjustment. To date, no information
has been gathered that would cause the Company to believe that the final
allocation of the purchase price will be materially different than the
preliminary estimate.
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Income (In thousands, except in text)
Year Ended
December 30,
1995
-------------
Debit (Credit)
Cost of Revenues
Increase in the finished goods inventory
of the Scientific Instruments Business
to the estimated selling price, less
the sum of the costs of disposal and
a reasonable profit allowance for the
Company's selling efforts $ 3,037
-------
Selling, General and
Administrative Expenses
Reversal of general and administrative
expenses charged to the Scientific
Instruments Business by Fisons and included
in the historical profit and loss account
for the year ended December 31, 1995 (2,844)
Service fee of 1.20% of the revenues
of the Scientific Instruments Business
for the year ended December 31, 1995,
for services that would have been
provided under a services agreement
between the Company and Thermo Electron
Corporation 4,348
Amortization over 40 years of $119,680,000 of
cost in excess of net assets of acquired
companies created by the acquisition of the
Fisons Scientific Instruments Business 2,992
-------
4,496
-------
7PAGE
<PAGE>
FORM 8-K/A
THERMO INSTRUMENT SYSTEMS INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 2 - Pro Forma Adjustments to Pro Forma Combined Condensed
Statement of Income (In thousands, except in text) (continued)
Year Ended
December 30,
1995
-------------
Debit (Credit)
Write-off of Acquired Technology
Write-off of acquired technology in
connection with the acquisition of
the Fisons Scientific Instruments Business $ 3,500
-------
Interest Income
Decrease in interest income earned
attributable to the lower cash
position as a result of the total cash
payment of $98 million to acquire the
Fisons Scientific Instruments Business,
calculated using the 90-day Commercial
Paper Composite Rate plus 25 basis
points, or 6.28% for the year ended
December 30, 1995 6,154
-------
Interest Expense
Increase in interest expense as a result
of the issuance of an $89 million
promissory note to Thermo Electron to
finance the acquisition of the Fisons
Scientific Instruments Business,
calculated using the 90-day Commercial
Paper Composite Rate plus 25 basis points,
or 6.28% for the year ended December 30, 1995 5,589
-------
Provision for Income Taxes
Income tax benefit associated with the
adjustments above (excluding increase
in finished goods inventory and
amortization of cost in excess of net
assets of acquired companies), calculated
at the Company's statutory income tax
rate of 41% (6,866)
-------
8PAGE
<PAGE>
FORM 8-K/A
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(c) Exhibits
23 Consent of Price Waterhouse
9PAGE
<PAGE>
FORM 8-K/A
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, on this 12th day of June 1996.
THERMO INSTRUMENT SYSTEMS INC.
Paul F. Kelleher
------------------------------
Paul F. Kelleher
Chief Accounting Officer
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-42270)
dated August 15, 1991, Registration Statement on Form S-3 (No. 33-69526)
dated September 28, 1993, Registration Statement on Form S-3 (No. 33-02163)
dated March 29, 1996, Registration Statement on Form S-8 (No. 33-14980)
dated June 11, 1987, Registration Statement on Form S-8 (No. 33-16461)
dated August 12, 1987, Registration Statement on Form S-8 (No. 33-14974)
dated June 10, 1987, Post Effective Amendment to Registration Statement on
Form S-4 (No. 33-32579-02) dated February 21, 1990 on Form S-8,
Registration Statement on Form S-8 (No. 33-33577) dated February 21, 1990,
Registration Statement on Form S-8 (No. 33-36221) dated August 2, 1990, and
Registration Statement on Form S-8 (No. 33-37866) dated November 15, 1990
of Thermo Instrument Systems Inc. of our report dated June 12, 1996
relating to the consolidated financial statements of the Fisons Scientific
Instruments Business, which appears in the Current Report on Form 8-K/A of
Thermo Instrument Systems Inc. dated June 12, 1996.
Price Waterhouse
London, England
June 12, 1996
