THERMO POWER CORP
10-Q, 1996-05-07
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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                       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 March 30, 1996.

   [   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                         Commission File Number 1-10573


                            THERMO POWER CORPORATION
             (Exact name of Registrant as specified in its charter)

   Massachusetts                                                    04-2891371
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                          Identification No.)

   81 Wyman Street, P.O. Box 9046
   Waltham, Massachusetts                                           02254-9046
   (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 April 26, 1996
          ----------------------------     -----------------------------
          Common Stock, $.10 par value                12,473,821
PAGE
<PAGE>
   PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

                            THERMO POWER CORPORATION

                           Consolidated Balance Sheet
                                   (Unaudited)

                                     Assets


                                                    March 30,   September 30,
   (In thousands)                                        1996            1995
   --------------------------------------------------------------------------
   Current Assets:
    Cash and cash equivalents                        $ 29,518       $ 23,504
    Available-for-sale investments, at quoted
     market value (amortized cost of $5,163 and
     $10,624) (includes $429 of related party
     investments in fiscal 1995) (Note 2)               5,161         10,666
    Accounts receivable, less allowances of
     $507 and $530                                     19,926         18,203
    Unbilled contract costs and fees                    6,892          6,228
    Inventories:
     Raw materials and supplies                        16,187         17,453
     Work in process and finished goods                 2,436          4,796
    Prepaid income taxes                                3,416          3,213
    Other current assets                                  288            752
                                                     --------       --------
                                                       83,824         84,815
                                                     --------       --------

   Rental Assets, at Cost                              10,123          7,391
    Less: Accumulated depreciation and amortization     1,409            985
                                                     --------       --------
                                                        8,714          6,406
                                                     --------       --------

   Property, Plant and Equipment, at Cost              16,425         15,232
    Less: Accumulated depreciation and amortization     7,728          6,765
                                                     --------       --------
                                                        8,697          8,467
                                                     --------       --------
   Long-term Available-for-sale Investments, at
    Quoted Market Value (amortized cost of $453 and
    $471) (includes $339 invested in parent company
    common stock in fiscal 1995) (Note 2)                 263            733
                                                     --------       --------

   Other Assets                                           336            223
                                                     --------       --------
   Cost in Excess of Net Assets of Acquired
    Companies                                           7,667          7,773
                                                     --------       --------
                                                     $109,501       $108,417
                                                     ========       ========

                                        2PAGE
<PAGE>
                            THERMO POWER CORPORATION

                     Consolidated Balance Sheet (continued)
                                   (Unaudited)

                    Liabilities and Shareholders' Investment


                                                    March 30,   September 30,
   (In thousands except share amounts)                   1996            1995
   --------------------------------------------------------------------------
   Current Liabilities:
    Accounts payable                                 $ 11,584       $ 13,262
    Accrued payroll and employee benefits               2,466          2,732
    Customer advances                                   2,878            971
    Accrued warranty costs                              2,017          2,100
    Accrued income taxes                                  870          1,368
    Other accrued expenses                              4,043          4,242
    Due to Thermo Electron Corporation
     and affiliated companies                           1,187              -
                                                     --------       --------
                                                       25,045         24,675
                                                     --------       --------

   Deferred Income Taxes                                  122            118
                                                     --------       --------

   Long-term Obligations                                  339            364
                                                     --------       --------

   Common Stock of Subsidiary Subject to
    Redemption ($18,450 redemption value)              17,591         17,435
                                                     --------       --------

   Shareholders' Investment:
    Common stock, $.10 par value, 30,000,000
     shares authorized; 12,478,544 shares issued        1,248          1,248
    Capital in excess of par value                     53,882         53,898
    Retained earnings                                  11,442         10,822
    Treasury stock at cost, 5,803 and
     49,758 shares                                        (43)          (341)
    Net unrealized gain (loss) on
     available-for-sale investments                      (125)           198
                                                     --------       --------
                                                       66,404         65,825
                                                     --------       --------
                                                     $109,501       $108,417
                                                     ========       ========


   The accompanying notes are an integral part of these consolidated financial
   statements.
                                        3PAGE
<PAGE>
                            THERMO POWER CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)

                                                        Three Months Ended
                                                    -------------------------
                                                    March 30,        April 1,
   (In thousands except per share amounts)               1996            1995
   --------------------------------------------------------------------------
   Revenues                                          $ 29,756       $ 24,912
                                                     --------       --------

   Costs and Operating Expenses:
    Cost of revenues                                   25,095         19,419
    Selling, general and administrative expenses        4,231          3,807
    Research and development expenses                     791            716
                                                     --------       --------
                                                       30,117         23,942
                                                     --------       --------

   Operating Income (Loss)                               (361)           970

   Interest Income                                        437            431
   Interest Expense                                        (5)            (6)
   Gain on Sale of Related Party
    Investments (Note 2)                                  125              -
                                                     --------       --------
   Income Before Provision for Income Taxes
    and Minority Interest                                 196          1,395
   Provision for Income Taxes                              75            555
   Minority Interest Expense                               78             35
                                                     --------       --------
   Net Income                                        $     43       $    805
                                                     ========       ========
   Earnings per Share                                $      -       $    .07
                                                     ========       ========
   Weighted Average Shares                             12,463         12,356
                                                     ========       ========


   The accompanying notes are an integral part of these consolidated financial
   statements.






                                        4PAGE
<PAGE>
                            THERMO POWER CORPORATION

                        Consolidated Statement of Income
                                   (Unaudited)

                                                         Six Months Ended
                                                    -------------------------
                                                    March 30,        April 1,
   (In thousands except per share amounts)               1996            1995
   --------------------------------------------------------------------------
   Revenues                                          $ 57,208       $ 47,226
                                                     --------       --------
    
   Costs and Operating Expenses:
    Cost of revenues                                   47,760         36,467
    Selling, general and administrative expenses        7,968          7,528
    Research and development expenses                   1,529          1,246
                                                     --------       --------
                                                       57,257         45,241
                                                     --------       --------

   Operating Income (Loss)                                (49)         1,985

   Interest Income                                        874            731
   Interest Expense                                       (16)           (11)
   Gain (Loss) on Sale of Investments, Net
    (includes $469 from sale of related party
    investments in fiscal 1996) (Note 2)                  451            (38)
                                                     --------       --------
   Income Before Provision for Income Taxes
    and Minority Interest                               1,260          2,667
   Provision for Income Taxes                             484          1,040
   Minority Interest Expense                              156             35
                                                     --------       --------
   Net Income                                        $    620       $  1,592
                                                     ========       ========
   Earnings per Share                                $    .05       $    .13
                                                     ========       ========
   Weighted Average Shares                             12,453         12,342
                                                     ========       ========


   The accompanying notes are an integral part of these consolidated financial
   statements.




                                        5PAGE
<PAGE>
                            THERMO POWER CORPORATION

                      Consolidated Statement of Cash Flows
                                  (Unaudited) 

                                                         Six Months Ended
                                                    -------------------------
                                                    March 30,        April 1,
   (In thousands)                                        1996            1995
   --------------------------------------------------------------------------
   Operating Activities:
    Net income                                       $    620       $  1,592
    Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
      Depreciation and amortization                     1,231            810
      Provision for losses on accounts receivable           5             27
      (Gain) loss on sale of investments,
        net (Note 2)                                     (451)            38
      Minority interest expense                           156             35
      Changes in current accounts, excluding the 
        effects of acquisition:
          Accounts receivable                          (1,470)           233
          Inventories and unbilled contract
           costs and fees                               1,235         (1,473)
          Other current assets                            439           (255)
          Accounts payable                             (1,681)          (537)
          Other current liabilities                     1,093         (1,603)
                                                     --------       --------
           Net cash provided by (used in)
             operating activities                       1,177         (1,133)
                                                     --------       --------

   Investing Activities:
    Proceeds from sale and maturities of
     available-for-sale investments                     4,981          7,687
    Proceeds from sale of related party
     investments (Note 2)                                 852              -
    Increase in rental assets                            (346)          (265)
    Purchases of property, plant and equipment           (890)          (813)
    Issuance of notes receivable                         (165)             -
    Other                                                 148            245
                                                     --------       --------
           Net cash provided by
             investing activities                       4,580          6,854
                                                     --------       --------

   Financing Activities:
    Net proceeds from issuance of Company
     and subsidiary common stock                          282         17,620
    Repayment of long-term obligations                    (25)           (21)
                                                     --------       --------
           Net cash provided by
             financing activities                    $    257       $ 17,599
                                                     --------       --------



                                        6PAGE
<PAGE>
                            THERMO POWER CORPORATION

                Consolidated Statement of Cash Flows (continued)
                                  (Unaudited) 

                                                         Six Months Ended
                                                    -------------------------
                                                    March 30,        April 1,
   (In thousands)                                        1996            1995
   --------------------------------------------------------------------------
   Increase in Cash and Cash Equivalents             $  6,014       $ 23,320
   Cash and Cash Equivalents at Beginning
    of Period                                          23,504          7,474
                                                     --------       --------

   Cash and Cash Equivalents at End of Period        $ 29,518       $ 30,794
                                                     ========       ========

   Cash Paid For:
     Interest                                        $     16       $     11
     Income taxes                                    $  1,007       $  1,525


   The accompanying notes are an integral part of these consolidated financial
   statements.























                                        7PAGE
<PAGE>
                            THERMO POWER CORPORATION

                    Notes to Consolidated Financial Statements

   1.   General

        The interim consolidated financial statements have been prepared by
   Thermo Power 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 (a) the results of operations for the three- and
   six-month periods ended March 30, 1996 and April 1, 1995, (b) the financial
   position at March 30, 1996, and (c) the cash flows for the six-month
   periods ended March 30, 1996 and April 1, 1995. Interim results are not
   necessarily indicative of results for a full year.

        The consolidated balance sheet presented as of September 30, 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 September 30, 1995, filed with the Securities and
   Exchange Commission.


   2.   Sale of Related Party Investments

        In February 1996, the Company sold its remaining investment in 6.5%
   subordinated convertible debentures, which were issued by Thermo TerraTech
   Inc., a majority-owned subsidiary of Thermo Electron Corporation (Thermo
   Electron). The Company sold $365,000 principal amount of these debentures
   for net proceeds of $490,000, which resulted in a gain of $125,000.

        In December 1995, the Company sold 7,313 shares of Thermo Electron
   common stock for net proceeds of $362,000, which resulted in a gain of
   $344,000.


   Item 2 - Management's Discussion and Analysis of Financial Condition and
   Results of Operations

   Description of Business

   Industrial Refrigeration Systems

        The Company's FES division supplies standard and custom-designed
   industrial refrigeration systems used primarily by the food processing,
   petrochemical, and pharmaceutical industries. NuTemp, Inc. (NuTemp) is a
   supplier of both remanufactured and new industrial refrigeration and
   commercial cooling equipment for sale or rental. NuTemp's industrial
   refrigeration equipment is used primarily in the food processing,
   petrochemical, and pharmaceutical industries, and its commercial cooling
   equipment is used primarily in institutions and commercial buildings, as
   well as by service contractors. The demand for NuTemp's equipment is
   typically highest in the summer period.
                                        8PAGE
<PAGE>
                            THERMO POWER CORPORATION

   Description of Business (continued)

   Engines

        The Company's Crusader Engines (Crusader) division manufactures
   gasoline engines for recreational boats; natural gas engines for vehicular,
   cooling, pumping, refrigeration, and other industrial applications; and LPG
   (liquefied petroleum gas) and gasoline engines for lift trucks.

   Cooling and Cogeneration Systems

        The Company's Tecogen division designs, develops, markets, and
   services packaged cooling and cogeneration systems fueled principally by
   natural gas for sale to a wide range of commercial, institutional,
   industrial, and multi-unit residential users. Certain large-capacity
   cooling systems are manufactured by FES, and the cogeneration systems are
   manufactured by Crusader. Tecogen conducts research and development of
   natural gas-engine technology, and is currently demonstrating a
   diesel-to-natural gas conversion system for buses and other fleet vehicles.
   Tecogen also conducts research and development on applications of thermal
   energy.

        The Company's ThermoLyte Corporation (ThermoLyte) subsidiary is
   developing a family of propane-powered flashlights, emergency lights, area
   lights, and other lighting products.

        The Company's revenues by industry segment are shown in the following
   table.
                                     Three Months Ended    Six Months Ended
                                    -------------------- --------------------
                                    March 30,  April 1,  March 30,   April 1,
   (In thousands)                        1996      1995       1996       1995
   --------------------------------------------------------------------------
   Industrial Refrigeration Systems  $ 15,962   $ 15,263  $ 33,033   $ 29,441
   Engines                              8,304      6,526    15,557     11,681
   Cooling and Cogeneration Systems     5,913      3,843     9,523      7,223
   Intersegment sales elimination        (423)      (720)     (905)    (1,119)
                                     --------   --------  --------   --------
                                     $ 29,756   $ 24,912  $ 57,208   $ 47,226
                                     ========   ========  ========   ========

   Results of Operations

   Second Quarter Fiscal 1996 Compared With Second Quarter Fiscal 1995

        Total revenues increased 19% to $29,756,000 in the second quarter of
   fiscal 1996 from $24,912,000 in the second quarter of fiscal 1995.
   Industrial Refrigeration Systems segment revenues increased to $15,962,000
   in 1996 from $15,263,000 in 1995. Revenues at NuTemp increased by $605,000
   primarily due to two large orders for remanufactured commercial cooling
   equipment. Revenues at FES increased slightly in 1996 primarily due to
   greater demand for custom-designed refrigeration packages, offset by lower
   prices for refrigeration packages due to increased competition in the
   refrigeration industry and lower demand for standard screw compressor
   packages. Engines segment revenues increased 27% to $8,304,000 in 1996 from
   $6,526,000 in 1995 primarily due to increased demand for gasoline and 
                                        9PAGE
<PAGE>
                            THERMO POWER CORPORATION

   Second Quarter Fiscal 1996 Compared With Second Quarter Fiscal 1995
   (continued)

   natural gas TecoDrive engines and the inclusion of revenues from lift-truck
   engines, offset in part by a decrease of $1,025,000 in revenues from
   marine-engine related products. Cooling and Cogeneration Systems segment
   revenues increased 54% to $5,913,000 in 1996 from $3,843,000 in 1995
   primarily due to an increase in revenues from gas-fueled cooling systems.
   Results for the Cooling and Cogeneration Systems segment in 1995 include a
   $312,000 fee received from one of the Company's distributors of packaged
   cogeneration systems to satisfy the financial obligations under a minimum
   purchase contract.

        The gross profit margin decreased to 16% in the second quarter of
   fiscal 1996 from 22% in the second quarter of fiscal 1995. The gross profit
   margin for the Industrial Refrigeration Systems segment decreased to 17% in
   1996 from 22% in 1995. The decrease is primarily due to lower prices at FES
   resulting from increased competition in the refrigeration industry and due
   to lower manufacturing efficiencies at FES, including higher production
   costs incurred for work performed to compensate for lost production time
   during severe storms this winter. To a lesser extent, the gross profit
   margin decreased due to higher warranty expenses at FES and NuTemp in 1996
   compared with 1995. The Company expects a cost increase in one of the major
   components of its industrial refrigeration packages to adversely effect the
   gross profit margin beginning in the third quarter of fiscal 1996. The
   gross profit margin for the Engines segment decreased to 3% in 1996 from
   13% in 1995 primarily due to unusually high warranty expenses in 1996 and,
   to a lesser extent, startup costs associated with the introduction of
   lift-truck engines. This higher level of warranty expense is expected to
   return to more normal levels in the third quarter of fiscal 1996. The gross
   profit margin for the Cooling and Cogeneration Systems segment decreased to
   28% in 1996 from 33% in 1995 primarily due to the inclusion in 1995 of a
   fee received from one of the Company's distributors of packaged
   cogeneration systems discussed above.

        Selling, general and administrative expenses as a percentage of
   revenues decreased to 14% in the second quarter of fiscal 1996 from 15% in
   the second quarter of fiscal 1995 primarily due to an increase in total
   revenues. Research and development expenses as a percentage of revenues
   remained unchanged at 3% in 1996 and 1995. An increase in research and
   development expenses for gas-fueled lighting products was offset by a
   decrease in spending on research and development of natural gas-engine
   products.

        Interest income remained relatively unchanged at $437,000 in the
   second quarter of fiscal 1996, compared with $431,000 in the second quarter
   of fiscal 1995. Gain on sale of related party investments in 1996
   represents a gain on the sale of the Company's remaining investment in 6.5%
   subordinated convertible debentures, which were issued by Thermo TerraTech
   Inc., a majority-owned subsidiary of Thermo Electron Corporation (Thermo
   Electron) (Note 2).

        The effective tax rate was 38% in the second quarter of fiscal 1996,
   compared with 40% in the second quarter of fiscal 1995. These rates
   exceeded the statutory federal income tax rate primarily due to the impact
   of state income taxes.
                                       10PAGE
<PAGE>
                            THERMO POWER CORPORATION

   First Six Months Fiscal 1996 Compared With First Six Months Fiscal 1995

        Total revenues increased 21% to $57,208,000 in the first six months of
   fiscal 1996 from $47,226,000 in the first six months of fiscal 1995.
   Industrial Refrigeration Systems segment revenues increased to $33,033,000
   in 1996 from $29,441,000 in 1995. Revenues at FES increased in 1996
   primarily due to greater demand for custom-designed refrigeration packages,
   offset in part by lower prices for refrigeration packages due to increased
   competition in the refrigeration industry and lower demand for standard
   screw compressor packages. Revenues at NuTemp increased by $200,000
   primarily due to two large orders for remanufactured commercial cooling
   equipment, offset in part by lower demand for rental equipment and
   remanufactured equipment resulting from generally lower temperatures in
   1996 compared with 1995. Engines segment revenues increased 33% to
   $15,557,000 in 1996 from $11,681,000 in 1995 primarily due to increased
   demand for gasoline and natural gas TecoDrive engines and the inclusion of
   revenues from lift-truck engines, offset in part by a decrease of
   $1,933,000 in revenues from marine-engine related products. Cooling and
   Cogeneration Systems segment revenues increased 32% to $9,523,000 in 1996
   from $7,223,000 in 1995 primarily due to an increase in revenues from
   gas-fueled cooling systems. Results for the Cooling and Cogeneration
   Systems segment in 1995 include a $1,187,000 fee received from one of the
   Company's distributors of packaged cogeneration systems to satisfy the
   financial obligations under a minimum purchase contract.

        The gross profit margin decreased to 17% in the first six months of
   fiscal 1996 from 23% in the first six months of fiscal 1995. The gross
   profit margin for the Industrial Refrigeration Systems segment decreased to
   19% in 1996 from 24% in 1995. The decrease is primarily due to lower prices
   at FES resulting from increased competition in the refrigeration industry
   and due to lower manufacturing efficiencies at FES. To a lesser extent, the
   gross profit margin decreased due to higher warranty expenses at FES and
   NuTemp in 1996 compared with 1995. The gross profit margin for the Engines
   segment decreased to 4% in 1996 from 12% in 1995 primarily due to unusually
   high warranty expenses in 1996 and, to a lesser extent, startup costs
   associated with the introduction of lift-truck engines. The gross profit
   margin for the Cooling and Cogeneration Systems segment decreased to 27% in
   1996 from 33% in 1995 primarily due to the inclusion in 1995 of a fee
   received from one of the Company's distributors of packaged cogeneration
   systems discussed above.

        Selling, general and administrative expenses as a percentage of
   revenues decreased to 14% in the first six months of fiscal 1996 from 16%
   in the first six months of fiscal 1995 primarily due to an increase in
   total revenues. Research and development expenses as a percentage of
   revenues remained unchanged at 3% in 1996 and 1995. An increase in research
   and development expenses for gas-fueled lighting products was offset in
   part by a decrease in spending on research and development of natural
   gas-engine products.

        Interest income increased to $874,000 in the first six months of
   fiscal 1996 from $731,000 in the first six months of fiscal 1995,
   reflecting interest income earned on the proceeds from ThermoLyte's March
   1995 private placement, offset in part by a decrease in interest income
   earned on the Company's other investments due to lower average invested
   amounts. Gain on sale of investments, net, in 1996 primarily represents a 
                                       11PAGE
<PAGE>
                            THERMO POWER CORPORATION

   First Six Months Fiscal 1996 Compared With First Six Months Fiscal 1995
   (continued)

   gain of $344,000 relating to the sale of the Company's remaining investment
   in Thermo Electron common stock and a gain of $125,000 relating to the sale
   of the Company's remaining investment in 6.5% subordinated convertible
   debentures, which were issued by Thermo TerraTech Inc. (Note 2). 

        The effective tax rate was 38% in the first six months of fiscal 1996,
   compared with 39% in the first six months of fiscal 1995. These rates
   exceeded the statutory federal income tax rate primarily due to the impact
   of state income taxes.

   Liquidity and Capital Resources

        Consolidated working capital was $58,779,000 at March 30, 1996,
   compared with $60,140,000 at September 30, 1995. Included in working
   capital are cash, cash equivalents, and available-for-sale investments of
   $34,679,000 at March 30, 1996, compared with $34,170,000 at September 30,
   1995. Of the $34,679,000 balance at March 30, 1996, $17,450,000 was held by
   ThermoLyte and the remainder was held by the Company and its wholly owned
   subsidiaries. During the first six months of fiscal 1996, $1,177,000 of
   cash was provided by operating activities. During the first quarter of
   fiscal 1996, the Company acquired the thermoelectric cooling module
   business of ThermoTrex Corporation (ThermoTrex) for $860,000, which was the
   net book value of the business acquired. ThermoTrex is a majority-owned
   subsidiary of Thermo Electron. During the remainder of fiscal 1996, the
   Company expects to make capital expenditures of approximately $3,600,000,
   of which approximately $1,700,000 is expected to be used to expand and
   upgrade the manufacturing facilities at FES. The Company believes its
   current resources are sufficient to meet the capital requirements of its
   existing operations for the foreseeable future.

   PART II - OTHER INFORMATION

   Item 4 - Submission of Matters to a Vote of Security Holders

        On March 11, 1996, at the Annual Meeting of Shareholders, the
   shareholders elected six incumbent directors to a one-year term expiring in
   1997. The directors reelected at the meeting were: Marshall J. Armstrong,
   Peter O. Crisp, John N. Hatsopoulos, Robert C. Howard, Donald E. Noble, and
   Paul E. Tsongas. Messrs. Armstrong, Crisp, Hatsopoulos, and Howard each
   received 10,907,282 shares voted in favor of his election and 4,370 shares
   voted against; Mr. Noble received 10,907,082 shares voted in favor of his
   election and 4,570 shares voted against; and Mr. Tsongas received
   10,897,282 shares voted in favor of his election and 14,370 shares voted
   against. No broker nonvotes were recorded on the election of directors.

        The shareholders also approved a proposal to increase the number of
   shares of the Company's common stock reserved for issuance under the
   Company's Deferred Compensation Plan for directors by 25,000 shares as
   follows: 10,846,603 shares voted in favor, 43,504 shares voted against,
   12,545 shares abstained, and 9,000 shares were not voted by brokers. The
   shareholders also approved a proposal to increase the number of shares of
   the common stock of Thermo Electron Corporation authorized for issuance
   under the Company's employee stock purchase plan by 50,000 shares as
   follows: 10,863,646 shares voted in favor, 27,506 shares voted against,  
   11,500 shares abstained, and 9,000 shares were not voted by brokers.
                                       12PAGE
<PAGE>
                            THERMO POWER CORPORATION


   Item 6 - Exhibits

        See Exhibit Index on the page immediately preceding exhibits.















































                                       13PAGE
<PAGE>
                            THERMO POWER 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 7th day of May 1996.

                                             THERMO POWER CORPORATION



                                             Paul F. Kelleher
                                             --------------------------
                                             Paul F. Kelleher
                                             Chief Accounting Officer



                                             John N. Hatsopoulos
                                             --------------------------
                                             John N. Hatsopoulos
                                             Chief Financial Officer

































                                       14PAGE
<PAGE>
                            THERMO POWER CORPORATION

                                  Exhibit Index


   Exhibit
   Number      Description of Exhibit                                    Page
   --------------------------------------------------------------------------

    27        Financial Data Schedule.



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO POWER
CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 30, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-28-1996
<PERIOD-END>                               MAR-30-1996
<CASH>                                          29,518
<SECURITIES>                                     5,161
<RECEIVABLES>                                   20,433
<ALLOWANCES>                                       507
<INVENTORY>                                     18,623
<CURRENT-ASSETS>                                83,824
<PP&E>                                          16,425
<DEPRECIATION>                                   7,728
<TOTAL-ASSETS>                                 109,501
<CURRENT-LIABILITIES>                           25,045
<BONDS>                                            339
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