PAGE
<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
July 1, 1995.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 1-9549
THERMO PROCESS SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-2925807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12068 Market Street
Livonia, Michigan 48150
(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 28, 1995
---------------------------- ----------------------------
Common Stock, $.10 par value 17,360,988
PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
PART I - Financial Information
Item 1 - Financial Statements
(a) Consolidated Balance Sheet - Assets as of July 1, 1995 and
April 1, 1995 (In thousands)
July 1, April 1,
1995 1995
-------- --------
Current Assets:
Cash and cash equivalents $ 31,416 $ 35,808
Short-term available-for-sale investments,
at quoted market value (amortized cost
of $26,423 and $5,179) 26,402 5,155
Accounts receivable, less allowances of
$3,448 and $3,560 35,203 27,949
Unbilled contract costs and fees 16,098 16,481
Inventories:
Raw materials and supplies 3,381 2,705
Work in process and finished goods 782 27
Prepaid expenses 3,681 3,788
Prepaid income taxes 8,920 8,228
-------- --------
125,883 100,141
-------- --------
Property, Plant and Equipment, at Cost 109,850 92,794
Less: Accumulated depreciation and amortization 34,845 33,057
-------- --------
75,005 59,737
-------- --------
Long-term Available-for-sale Investments,
at Quoted Market Value (amortized cost
of $7,147 and $10,687) 7,132 10,564
-------- --------
Long-term Held-to-maturity Investments,
at Amortized Cost (quoted market value
of $23,887 and $22,810) 22,978 22,569
-------- --------
Other Assets 12,532 12,146
-------- --------
Cost in Excess of Net Assets of Acquired Companies
(Note 3) 73,653 66,516
-------- --------
$317,183 $271,673
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
2PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(a)Consolidated Balance Sheet - Liabilities and Shareholders' Investment
as of July 1, 1995 and April 1, 1995 (In thousands except share
amounts)
July 1, April 1,
1995 1995
-------- --------
Current Liabilities:
Accounts payable $ 8,974 $ 9,612
Notes payable and current maturities of
long-term obligations (includes $4,000
due to parent company in fiscal 1995) 778 4,652
Billings in excess of revenues earned 2,258 1,555
Accrued payroll and employee benefits 8,568 6,845
Accrued and current deferred income taxes 2,290 1,773
Other accrued expenses 7,620 7,892
Due to parent company 2,761 3,116
-------- --------
33,249 35,445
-------- --------
Deferred Income Taxes 4,484 4,116
-------- --------
Other Deferred Items 1,103 1,057
-------- --------
Long-term Obligations:
6 1/2% Subordinated convertible debentures 18,547 18,547
4 7/8% Subordinated convertible debentures (Note 4) 37,950 -
Other (includes $88,000 and $53,000 due
to parent company) (Note 2) 113,664 78,304
-------- --------
170,161 96,851
-------- --------
Minority Interest 26,529 56,603
-------- --------
Shareholders' Investment:
Common stock, $.10 par value, 30,000,000
shares authorized; 17,428,362 and 17,414,322
shares issued 1,743 1,741
Capital in excess of par value 53,723 53,559
Retained earnings 25,676 21,727
Treasury stock at cost, 76,374 and
71,072 shares (911) (864)
Cumulative translation adjustment 1,448 1,526
Net unrealized loss on available-for-sale
investments (22) (88)
-------- --------
81,657 77,601
-------- --------
$317,183 $271,673
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(b)Consolidated Statement of Income for the three months ended
July 1, 1995 and July 2, 1994 (In thousands except per share amounts)
Three Months Ended
--------------------
July 1, July 2,
1995 1994
------- -------
Revenues:
Service revenues $46,294 $25,596
Product revenues 3,562 3,268
------- -------
49,856 28,864
------- -------
Costs and Operating Expenses:
Cost of service revenues 31,139 18,857
Cost of product revenues 3,313 2,811
Selling, general and administrative expenses 11,686 5,454
Product and new business development expenses 276 135
------- -------
46,414 27,257
------- -------
Operating Income 3,442 1,607
Interest Income 1,360 638
Interest Expense (includes $1,208 and $84
to parent company) (2,273) (423)
Gain on Issuance of Stock by Subsidiary (Note 4) 2,742 229
Gain on Sale of Investments (includes $608 on sale
of related party debentures in fiscal 1995) 80 611
------- -------
Income Before Provision for Income Taxes and
Minority Interest 5,351 2,662
Provision for Income Taxes 1,024 600
Minority Interest Expense 378 1,181
------- -------
Net Income $ 3,949 $ 881
======= =======
Earnings per Share $ .22 $ .05
======= =======
Weighted Average Shares 18,022 17,018
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(c)Consolidated Statement of Cash Flows for the three months ended
July 1, 1995 and July 2, 1995 (In thousands)
Three Months Ended
--------------------
July 1, July 2,
1995 1994
-------- --------
Operating Activities:
Net income $ 3,949 $ 881
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,817 1,545
Deferred costs from issuance of subordinated
convertible debentures (1,061) -
Minority interest expense 378 1,181
Provision for losses on accounts receivable 28 -
Other noncash expenses 101 437
Increase in deferred income taxes 376 -
Gain on issuance of stock by subsidiary (Note 4) (2,742) (229)
Gain on sale of investments (80) (611)
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable (2,123) 505
Inventories and unbilled contract costs
and fees (304) 755
Other current assets 72 (396)
Current liabilities (541) 575
-------- ---------
Net cash provided by operating activities 870 4,643
-------- --------
Investing Activities:
Acquisition, net of cash acquired (Note 3) (24,763) -
Purchase of minority interest in Thermo Terra
Tech joint venture (Note 2) (34,267) -
Proceeds from sale and maturities of
available-for-sale investments 5,580 16,791
Purchases of available-for-sale investments (23,243) -
Purchases of property, plant and equipment (4,034) (841)
Proceeds from sale of property, plant
and equipment 229 24
Purchase of other assets (25) (120)
-------- --------
Net cash provided by (used in)
investing activities (80,523) 15,854
-------- --------
Financing Activities:
Repayment of note payable to parent company (Note 4) (4,000) -
Proceeds from issuance of subordinated convertible
debentures (Note 4) 37,950 -
Proceeds from issuance of Company and
subsidiary common stock (Note 4) 6,677 1,234
Issuance of notes to parent company (Note 2) 35,000 15,000
Other - (8)
-------- --------
Net cash provided by financing activities $ 75,627 $ 16,226
-------- --------
5PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(c)Consolidated Statement of Cash Flows for the three months ended
July 1, 1995 and July 2, 1994 (continued) (In thousands)
Three Months Ended
--------------------
July 1, July 2,
1995 1994
-------- --------
Exchange Rate Effect on Cash $ (366) $ 32
-------- --------
Increase (Decrease) in Cash and Cash Equivalents (4,392) 36,755
Cash and Cash Equivalents at Beginning of Period 35,808 15,976
-------- --------
Cash and Cash Equivalents at End of Period $ 31,416 $ 52,731
======== ========
Cash Paid For:
Interest $ 1,571 $ 110
Income taxes $ 176 $ 67
The accompanying notes are an integral part of these consolidated financial
statements.
6PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(d) Notes to Consolidated Financial Statements - July 1, 1995
1. General
The interim consolidated financial statements presented have been
prepared by Thermo Process 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-month periods ended July 1, 1995 and July 2, 1994, (b) the
financial position at July 1, 1995, and (c) the cash flows for the
three-month periods ended July 1, 1995 and July 2, 1994. Interim results
are not necessarily indicative of results for a full year.
The consolidated balance sheet presented as of April 1, 1995, 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 April 1, 1995, filed with the Securities and Exchange
Commission.
2. Dissolution of Thermo Terra Tech Joint Venture
Effective April 2, 1995, the Company and Thermo Instrument Systems
Inc. (Thermo Instrument) dissolved their Thermo Terra Tech joint venture
and the Company purchased the businesses formerly operated by the joint
venture from Thermo Instrument for $34,267,000 in cash. As a result of this
transaction, the Company increased its ownership in the businesses operated
by the joint venture from 51% to 100%. Based on unaudited data, if the
acquisition of Thermo Instrument's share of such businesses by the Company
had occurred at the beginning of fiscal 1995, net income and earnings per
share on a pro forma basis would have been $1,447,000 and $.09,
respectively, for the three months ended July 2, 1994. The Company borrowed
the purchase price from Thermo Electron Corporation (Thermo Electron)
through the issuance of a $35 million promissory note that bears interest
at the Commercial Paper Composite Rate plus 25 basis points and is due May
13, 1997.
In June 1995, the Company transferred three businesses formerly
operated by the joint venture, collectively known as the Nuclear Services
Group, to the Company's Thermo Remediation Inc. (Thermo Remediation)
subsidiary in exchange for 1,583,360 shares of Thermo Remediation common
stock.
3. Acquisition
On May 10, 1995, the Company acquired substantially all of the assets
of Lancaster Laboratories, Inc. and its affiliate Clewmark Holdings
(collectively Lancaster Laboratories). Lancaster Laboratories, based in
Lancaster, Pennsylvania, is a provider of high-quality analytical services
to the environmental, food, and pharmaceutical industries. The base
7PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
(d) Notes to Consolidated Financial Statements - July 1, 1995 (continued)
3. Acquisition (continued)
purchase price for the assets was $19,174,000 in cash, plus the assumption
of approximately $5,333,000 in bank indebtedness existing as of the closing
of the acquisition. The Company has also agreed to pay an amount, not to
exceed $600,000, if Lancaster Laboratories achieves certain performance
goals through the period ending September 30, 1995. In no event will the
aggregate purchase price, including bank indebtedness assumed by the
Company, exceed $25,000,000, excluding cash acquired.
The acquisition of Lancaster Laboratories has been accounted for using
the purchase method of accounting, and its results of operations 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 $7,103,000, which is being
amortized over 40 years. Allocation of the purchase price for this
acquisition was based on estimates 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 Lancaster Laboratories on a pro
forma basis, assuming the companies had been combined since the beginning
of fiscal 1995.
Three Months Ended
------------------
July 1, July 2,
(In thousands) 1995 1994
-------------------------------------------------------------------------
Revenues $52,422 $36,066
Net Income 3,995 672
Earnings per Share .22 .04
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 fiscal 1995.
4. Subsidiary Debenture Offering and Private Placement of Common Stock
On May 4, 1995, the Company's Thermo Remediation subsidiary issued and
sold $37,950,000 principal amount of 4 7/8% subordinated convertible
debentures due 2000. The debentures are convertible into shares of Thermo
Remediation's common stock at a conversion price of $17.92 per share and
are guaranteed on a subordinated basis by Thermo Electron. The Company has
agreed to reimburse Thermo Electron in the event Thermo Electron is
required to make a payment under the guarantee. In addition, Thermo
Remediation sold 500,000 shares of its common stock at $13.25 per share in
a private placement for net proceeds of $6,625,000, resulting in a gain of
$2,742,000. In June 1995, Thermo Remediation repaid its $4,000,000 note
payable to Thermo Electron with proceeds from the offerings. As of July 1,
1995, the Company owned 67.6% of Thermo Remediation's outstanding common
stock.
8PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company is a provider of environmental services and infrastructure
planning and design, encompassing a range of specializations within the
consulting and design, remediation and recycling, laboratory testing, and
metal-treating industries.
Consulting and Design - The Company's Bettigole Andrews & Clark and
Normandeau Associates subsidiaries provide both private and public sector
clients with a range of consulting services that address transportation
planning and design, and natural resource management issues, respectively.
In February 1995, the Company acquired Elson T. Killam Associates Inc.
(Killam Associates), which provides environmental consulting and
engineering services and specializes in wastewater treatment and water
resources management. In August 1995, Bettigole Andrews & Clark became a
subsidiary of Killam Associates and changed its name to Bettigole Andrews
Clark & Killam Associates, Inc. Both Bettigole Andrews & Clark and
Normandeau Associates were formerly part of the Thermo Terra Tech joint
venture.
In August 1994, the Company's Normandeau Associates added to its
natural resource management offerings by acquiring RMC Environmental
Services (RMC). RMC specializes in environmental science and hydropower
consulting.
Remediation and Recycling - The Company's majority-owned Thermo
Remediation Inc. (Thermo Remediation) subsidiary operates a network of
soil-remediation centers, serving customers in more than a dozen states by
providing thermal treatment of soil to remove and destroy petroleum
contamination caused by leaking underground and aboveground storage tanks,
spills, and other sources. In addition, Thermo Remediation's Thermo Fluids
subsidiary, located in Arizona, offers fluids-recycling services including
waste motor oil and wastewater treatment throughout Arizona and in
neighboring states. Through the Nuclear Services Group (NSG), Thermo
Remediation provides services to remove radioactive contaminants from sand,
gravel, and soil, as well as health physics, radiochemistry laboratory, and
radiation dosimetry services. NSG was formerly part of the Thermo Terra
Tech joint venture. The Company's majority-owned J. Amerika N.V.
(J. Amerika) subsidiary, to be renamed Thermo EuroTech N.V., located in the
Netherlands, provides wastewater treatment services as well as services to
test, remove and install underground storage tanks. In March, J. Amerika
acquired Refining and Trading Holland B.V. (North Refinery), which
specializes in converting "off-spec" and contaminated petroleum fluids into
usable oil products.
Laboratory Testing - Thermo Analytical, another part of the former
Thermo Terra Tech joint venture operates a network of analytical labs that
provides environmental testing services to clients throughout the U.S.,
including government agencies. Recent acquisitions have expanded the range
of the Company's testing services. The laboratory unit of the RMC
acquisition extends the Company's offering of environmental lab services
within the mid-Atlantic region. The May 1995 acquisition of Lancaster
Laboratories expands the Company's range of contract services beyond
environmental testing to the pharmaceutical- and food-testing industries.
9PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Overview (continued)
Metal Treating - The Company performs metallurgical processing
services, using thermal-treatment equipment at locations in California and
Minnesota. The Company also designs, manufactures, and installs advanced
custom-engineered, thermal-processing systems through its equipment
division located in Michigan.
Results of Operations
First Quarter Fiscal 1996 Compared With First Quarter Fiscal 1995
Total revenues in the first quarter of fiscal 1996 increased 73% to
$49.9 million from $28.9 million in the first quarter of fiscal 1995.
Consulting and design services revenues were $19.8 million in fiscal 1996,
compared with $7.8 million in fiscal 1995. This increase results from the
February 1995 acquisition of Killam Associates and, to a lesser extent, the
August 1994 acquisition of RMC. Revenues from remediation and recycling
services were $15.4 million in fiscal 1996, compared with $13.1 million in
fiscal 1995. This increase reflects the inclusion of $2.9 million in
revenues from businesses acquired during fiscal 1995, as well as an
increase in revenues from a long-term environmental restoration contract
for the U.S. Department of Energy's (DOE's) Hanford site (Hanford). These
increases were offset in part by lower revenues from several
soil-remediation sites, which were affected by severe weather at one site,
regulatory uncertainties at a second site, and competitive pricing
pressures at several locations and, to a lesser extent, by a decrease in
radiochemistry laboratory work, reflecting a reduction in spending at the
DOE. Revenues from laboratory testing services, excluding the
radiochemistry laboratory services included in remediation and recycling
services, increased to $7.5 million in the first quarter of fiscal 1996,
from $1.9 million in fiscal 1995, reflecting the May 1995 acquisition of
Lancaster Laboratories. Metal treating revenues increased to $7.2 million
in fiscal 1996 from $6.1 million in fiscal 1995, due primarily to the
Company's efforts to increase its nongovernment business.
The gross profit margin increased to 31% in the first quarter of
fiscal 1996 from 25% in the first quarter of fiscal 1995. The increased
gross profit margin results principally from the inclusion of higher-margin
Killam Associates revenues, offset in part by lower margins from
remediation and recycling services revenues primarily due to a lower gross
profit margin associated with revenues from the Hanford contract and lower
revenues from radiochemistry laboratory work, due to a reduction in
spending at the DOE.
Selling, general and administrative expenses as a percentage of
revenues increased to 23% in the first quarter of fiscal 1996 from 19% in
the first quarter of fiscal 1995 due primarily to higher selling, general
and administrative expenses as a percentage of revenues at Killam
Associates.
10PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
First Quarter Fiscal 1996 Compared With First Quarter Fiscal 1995
(continued)
Net interest expense was $913,000 in the first quarter of fiscal 1996,
compared with net interest income of $215,000 in the first quarter of
fiscal 1995. This change resulted primarily from funds expended to purchase
from Thermo Instrument the businesses formerly operated by the Thermo Terra
Tech joint venture, as well as the acquisitions of Killam Associates and
Lancaster Laboratories. These expenditures were made from existing funds
and borrowings from Thermo Electron. In addition, interest expense
increased in fiscal 1996 due to the issuance of the 4 7/8% subordinated
convertible debentures by Thermo Remediation in May 1995.
As a result of the sale of stock by its Thermo Remediation subsidiary,
the Company recorded gains of $2,742,000 in the first quarter of fiscal
1996 and $229,000 in the first quarter of fiscal 1995. The gains represent
increases in the Company's proportionate share of the subsidiary's equity
and are classified as gain on issuance of stock by subsidiary (Note 4).
The provision for taxes in the first quarter of fiscal 1996 and 1995
was less than the federal statutory provision due primarily to nontaxable
gains on sale of subsidiary stock in fiscal 1996 and the exclusion of
income taxed directly to a minority partner in fiscal 1995.
Minority interest expense decreased to $378,000 in the first quarter
of fiscal 1996 from $1,181,000 in the first quarter of fiscal 1995 due
primarily to the Company's purchase from Thermo Instrument of the
businesses formerly operated by the Thermo Terra Tech joint venture,
effective April 2, 1995 (Note 2).
Financial Condition
Liquidity and Capital Resources
Consolidated working capital, including cash, cash equivalents, and
short-term available-for-sale investments, increased to $92.6 million at
July 1, 1995 from $64.7 million at April 1, 1995. Cash, cash equivalents,
and short- and long-term available-for-sale investments were $65.0 million
at July 1, 1995, compared with $51.5 million at April 1, 1995. Of the $65.0
million balance at July 1, 1995, $53.0 million was held by Thermo
Remediation and the remainder by the Company and its wholly owned
subsidiaries. During the first three months of fiscal 1996, the Company
expended an aggregate of $59.0 million, net of cash acquired, to purchase
Lancaster Laboratories and to purchase from Thermo Instrument the
businesses formerly operated by the Thermo Terra Tech joint venture (Notes
2 and 3). In addition, the Company expended $4.0 million on property, plant
and equipment, primarily relating to two new soil-remediation sites under
construction. The Company plans to expend an additional $3.0 million on
these sites in the remainder of fiscal 1996.
11PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Liquidity and Capital Resources (continued)
In May 1995, Thermo Remediation issued and sold $38 million principal
amount of 4 7/8% subordinated convertible debentures due 2000. In addition,
Thermo Remediation sold 500,000 shares of its common stock in a private
placement for net proceeds of $6.6 million. In June 1995, Thermo
Remediation repaid its $4.0 million note payable to Thermo Electron with
proceeds from the offerings.
Although the Company has no material capital expenditure commitments,
except as noted above, such expenditures will largely be affected by the
number of soil-remediation centers that can be developed or acquired during
the year. The Company believes that it has adequate resources to meet the
financial needs of its current operations for the foreseeable future.
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
The Company filed a Current Report on Form 8-K, dated May 9, 1995,
pertaining to the dissolution of the Company's joint venture with Thermo
Instrument Systems Inc. and the acquisition of the businesses formerly
owned by the joint venture.
The Company filed a Current Report of Form 8-K dated May 10, 1995,
pertaining to the acquisition of Lancaster Laboratories, Inc. The Company
subsequently filed an amendment to such Current Report containing certain
historical financial statements and pro forma combined condensed financial
statements.
12PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS 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 1995.
THERMO PROCESS SYSTEMS INC.
Paul F. Kelleher
----------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
----------------------------
John N. Hatsopoulos
Vice President and
Chief Financial Officer
13PAGE
<PAGE>
Form 10-Q
July 1, 1995
THERMO PROCESS SYSTEMS INC.
EXHIBIT INDEX
Exhibit Number Document Page
-------------- ------------------------------------------------ ----
4.1 Fiscal Agency Agreement dated as of May 4, 1995
between Thermo Remediation Inc. and Chemical
Bank, pertaining to Thermo Remediation Inc.'s
4 7/8% Subordinated Convertible Debentures due
2000 (incorporated by reference from Exhibit 4.1
to Thermo Remediation Inc.'s Quarterly Report on
Form 10-Q for the quarter ended July 1, 1995
[File No. 1-12636]).
10.1 $3,000,000 Principal amount 4 7/8% Subordinated
Convertible Debentures issued on May 4, 1995 to
Olen & Co. for the account of Thermo Electron
Corporation (incorporated by reference from
Exhibit 10.1 to Thermo Remediation Inc.'s
Quarterly Report on Form 10-Q for the quarter
ended July 1, 1995 [File No. 1-12636]).
27 Financial Data Schedule.
PAGE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMP
PROCESS SYSTEMS INC'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JULY
1, 1995 AND IS QUALIFIED IN ISTS ENTIRETY BY REFERECE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1996
<PERIOD-END> JUL-01-1995
<CASH> 31,416
<SECURITIES> 26,402
<RECEIVABLES> 35,203
<ALLOWANCES> 3,448
<INVENTORY> 4,163
<CURRENT-ASSETS> 125,883
<PP&E> 109,850
<DEPRECIATION> 34,845
<TOTAL-ASSETS> 317,183
<CURRENT-LIABILITIES> 33,249
<BONDS> 82,161
<COMMON> 1,743
0
0
<OTHER-SE> 79,914
<TOTAL-LIABILITY-AND-EQUITY> 317,183
<SALES> 3,562
<TOTAL-REVENUES> 49,856
<CGS> 3,313
<TOTAL-COSTS> 34,452
<OTHER-EXPENSES> 276
<LOSS-PROVISION> 28
<INTEREST-EXPENSE> 2,273
<INCOME-PRETAX> 5,351
<INCOME-TAX> 1,024
<INCOME-CONTINUING> 3,949
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,949
<EPS-PRIMARY> .22
<EPS-DILUTED> 0
</TABLE>
