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 1-10791
THERMOTREX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 52-1711436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10455 Pacific Center Court
San Diego, California 92121-4339
(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, $.01 par value 19,089,946
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMOTREX CORPORATION
Consolidated Balance Sheet
(Unaudited)
Assets
March 30, September 30,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 48,801 $ 21,512
Available-for-sale investments, at quoted
market value (amortized cost of $57,173
and $65,659) 57,224 65,633
Accounts receivable, less allowances of
$1,156 and $1,141 28,916 27,910
Unbilled contract costs and fees 2,810 3,164
Inventories:
Raw materials and supplies 14,188 12,348
Work in process 4,809 5,927
Finished goods 4,298 4,042
Prepaid expenses 1,771 853
Prepaid income taxes 5,668 1,761
-------- --------
168,485 143,150
-------- --------
Property, Plant and Equipment, at Cost 22,105 19,507
Less: Accumulated depreciation and amortization 6,971 7,171
-------- --------
15,134 12,336
-------- --------
Note Receivable from Related Party 2,000 2,000
-------- --------
Cost in Excess of Net Assets of Acquired Companies 71,424 73,295
-------- --------
$257,043 $230,781
======== ========
2PAGE
<PAGE>
THERMOTREX CORPORATION
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
March 30, September 30,
(In thousands except share amounts) 1996 1995
--------------------------------------------------------------------------
Current Liabilities:
Note payable to parent company $ 8,000 $ 8,000
Accounts payable 11,987 13,203
Accrued payroll and employee benefits 3,898 3,930
Accrued warranty costs 3,446 2,990
Accrued income taxes 2,395 477
Other accrued expenses 14,384 8,429
Due to parent company 236 2,484
-------- --------
44,346 39,513
-------- --------
Minority Interest 34,592 28,880
-------- --------
Shareholders' Investment:
Common stock, $.01 par value,
50,000,000 shares authorized;
19,089,074 and 19,074,854
shares issued 191 191
Capital in excess of par value 115,697 116,837
Retained earnings 62,856 46,581
Treasury stock at cost, 22,969
and 62,711 shares (670) (1,206)
Net unrealized gain (loss) on
available-for-sale investments 31 (15)
-------- -------
178,105 162,388
-------- --------
$257,043 $230,781
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3PAGE
<PAGE>
THERMOTREX CORPORATION
Consolidated Statement of Income
(Unaudited)
Three Months Ended
----------------------
March 30, April 1,
(In thousands except per share amounts) 1996 1995
--------------------------------------------------------------------------
Revenues:
Product $39,450 $22,210
Contract 3,249 4,067
------- -------
42,699 26,277
------- -------
Costs and Operating Expenses:
Cost of product revenues 22,780 11,578
Cost of contract revenues 2,379 3,206
Selling, general and administrative expenses 10,375 7,255
Research and development expenses 5,502 3,409
------- -------
41,036 25,448
------- -------
Operating Income 1,663 829
Interest Income 1,545 1,002
Interest Expense, Related Party (117) -
Gain on Issuance of Stock by Subsidiary (Note 2) 734 -
------- -------
Income Before Provision for Income Taxes
and Minority Interest 3,825 1,831
Provision for Income Taxes 1,563 862
Minority Interest (Income) Expense 159 (14)
------- -------
Net Income $ 2,103 $ 983
======= =======
Earnings per Share $ .11 $ .05
======= =======
Weighted Average Shares 19,683 18,871
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4PAGE
<PAGE>
THERMOTREX CORPORATION
Consolidated Statement of Income
(Unaudited)
Six Months Ended
----------------------
March 30, April 1,
(In thousands except per share amounts) 1996 1995
--------------------------------------------------------------------------
Revenues:
Product $79,010 $43,228
Contract 6,784 8,128
------- -------
85,794 51,356
------- -------
Costs and Operating Expenses:
Cost of product revenues 45,994 22,961
Cost of contract revenues 5,497 6,153
Selling, general and administrative expenses 20,622 13,428
Research and development expenses 10,301 7,943
------- -------
82,414 50,485
------- -------
Operating Income 3,380 871
Interest Income 2,905 2,005
Interest Expense, Related Party (239) -
Gain on Issuance of Stock by Subsidiary (Note 2) 13,504 -
Loss on Sale of Investments - (41)
------- -------
Income Before Provision for Income Taxes
and Minority Interest 19,550 2,835
Provision for Income Taxes 3,082 1,549
Minority Interest (Income) Expense 193 (14)
------- -------
Net Income $16,275 $ 1,300
======= =======
Earnings per Share $ .83 $ .07
======= =======
Weighted Average Shares 19,663 18,855
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
5PAGE
<PAGE>
THERMOTREX CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
----------------------
March 30, April 1,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Operating Activities:
Net income $ 16,275 $ 1,300
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Provision for losses on accounts receivable 159 68
Depreciation and amortization 2,185 1,424
Gain on issuance of stock by
subsidiary (Note 2) (13,504) -
Loss on sale of investments - 41
Minority interest (income) expense 193 (14)
Other noncash expenses - 9
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable (1,415) (4,756)
Inventories and unbilled contract costs
and fees (624) (7,318)
Other current assets (1,089) 312
Accounts payable (1,216) 1,750
Other current liabilities 2,290 (108)
-------- --------
Net cash provided by (used in)
operating activities 3,254 (7,292)
-------- --------
Investing Activities:
Acquisition, net of cash acquired - (197)
Payment to dissenting shareholders in connection
with Lorad acquisition - (2,300)
Purchases of available-for-sale investments (29,500) (268)
Proceeds from sale and maturities of available-
for-sale investments 37,525 25,374
Purchases of property, plant and equipment (4,049) (2,467)
Other 506 837
-------- --------
Net cash provided by
investing activities $ 4,482 $ 20,979
-------- --------
6PAGE
<PAGE>
THERMOTREX CORPORATION
Consolidated Statement of Cash Flows (continued)
(Unaudited)
Six Months Ended
----------------------
March 30, April 1,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Financing Activities:
Net proceeds from issuance of Company
and subsidiary common stock (Note 2) $ 19,553 $ 124
-------- --------
Increase in Cash and Cash Equivalents 27,289 13,811
Cash and Cash Equivalents at Beginning of Period 21,512 22,573
-------- --------
Cash and Cash Equivalents at End of Period $ 48,801 $ 36,384
======== ========
Cash Paid For:
Interest $ 239 $ -
Income taxes $ 325 $ 334
The accompanying notes are an integral part of these consolidated financial
statements.
7PAGE
<PAGE>
THERMOTREX CORPORATION
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been
prepared by ThermoTrex 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 Transition Report on Form
10-K for the nine months ended September 30, 1995, filed with the
Securities and Exchange Commission.
2. Issuance of Stock by Subsidiary
In November 1995 and January 1996, the Company's Trex Medical
Corporation (Trex Medical) subsidiary issued 1,862,000 shares and 100,000
shares of its common stock at $10.25 and $10.75 per share, respectively, in
private placements for net proceeds totaling $18,689,000, resulting in an
aggregate gain of $13,504,000. At March 30, 1996, the Company owned 91% of
the outstanding common stock of Trex Medical.
3. Proposed Acquisitions
In February 1996, Trex Medical signed a letter of intent to acquire
XRE Corporation (XRE), a Massachusetts company that designs, manufactures,
and markets X-ray imaging systems used for cardiac catheterization and
angiography, for approximately $17.0 million in cash.
In April 1996, Trex Medical signed a letter of intent to acquire
Continental X-Ray Corporation and affiliates (Continental) for
approximately $18.2 million in cash, including the repayment of $5.7
million of indebtedness. Continental is an Illinois corporation that
designs, manufactures, and markets general-purpose and specialty X-ray
systems.
The completion of these acquisitions is subject to the satisfaction of
certain closing conditions, including negotiation of definitive agreements;
receipt of regulatory approvals, including clearance from the Federal Trade
Commission; due diligence; and approval of the boards of directors of the
Company, Trex Medical, XRE, and Continental. The purchase price for both
XRE and Continental will be subject to post-closing adjustments based on
the net asset value of the respective companies as of the closing dates.
These acquisitions will be accounted for using the purchase method of
accounting.
8PAGE
<PAGE>
THERMOTREX CORPORATION
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Description of Business
The Company's 91%-owned Trex Medical Corporation (Trex Medical)
subsidiary manufactures and markets mammography equipment and minimally
invasive stereotactic needle biopsy systems for the detection of breast
cancer, and also designs, manufactures, and markets general radiography
(X-ray) equipment. Through its 65%-owned ThermoLase Corporation
(ThermoLase) subsidiary, the Company has developed a laser-based system
called SoftLight (SM) for the removal of unwanted hair. Through
ThermoLase's wholly owned CBI Laboratories, Inc. (CBI) subsidiary, the
Company manufactures and markets skin-care, bath, and body products.
The Company also conducts advanced-technology research and product
development in telecommunications, avionics, X-ray detection, signal
processing, materials technology, and lasers. The Company has developed its
expertise in these core technologies in connection with government-
sponsored research and development.
Results of Operations
In September 1995, the Company changed its fiscal year end from the
Saturday nearest December 31 to the Saturday nearest September 30.
Three Months Ended March 30, 1996 Compared With Three Months Ended
April 1, 1995
Total revenues increased 62% to $42.7 million in the three months
ended March 30, 1996, from $26.3 million in the three months ended April 1,
1995. Revenues at Trex Medical, excluding intercompany sales, increased
101% to $32.4 million in the three months ended March 30, 1996, compared
with $16.1 million in the three months ended April 1, 1995, due to the
inclusion of $12.1 million in revenues from Trex Medical's Bennett X-Ray
Corporation (Bennett) subsidiary, which was acquired in September 1995, and
increased demand for mammography and biopsy systems manufactured by Trex
Medical's Lorad division. Revenues at ThermoLase increased to $7.0 million
in the three months ended March 30, 1996, from $6.1 million in the three
months ended April 1, 1995. The increase in revenues resulted primarily
from $667,000 in SoftLight licensing fees from a Japanese joint venture
established in January 1996 and revenues from hair-removal services at
ThermoLase's first Spa Thira salon. In October 1995, ThermoLase opened its
first Spa Thira salon in La Jolla, California. During the three months
ended March 30, 1996, ThermoLase collected $839,000 from Spa Thira clients
and recognized $413,000 in revenue. Under the current pricing structure,
spa clients pay a fixed fee in advance to receive a series of treatments,
as necessary. Consequently, ThermoLase defers revenue, which will be
recognized over the anticipated treatment period. As ThermoLase collects
further data concerning the number of treatments required and duration of
the treatment period, the period of revenue recognition may be affected.
In January 1996, ThermoLase entered into a joint venture agreement,
which is subject to certain conditions, to market its SoftLight system in
Japan. ThermoLase currently holds a 50% stake in the joint venture with an
9PAGE
<PAGE>
THERMOTREX CORPORATION
Three Months Ended March 30, 1996 Compared With Three Months Ended
April 1, 1995 (continued)
option to increase its ownership to 51%. The agreement calls for ThermoLase
to receive additional minimum guaranteed payments of $1.3 million during
the remainder of fiscal 1996 and $1.0 million in fiscal 1997, subject to
certain conditions.
Advanced Technology Research revenues declined to $3.2 million in the
three months ended March 30, 1996, from $4.1 million in the three months
ended April 1, 1995, due primarily to the sale of the Company's
thermoelectrics and thermionics businesses to two subsidiaries of Thermo
Electron Corporation (Thermo Electron). The Company estimates that revenues
from Advanced Technology Research will continue to decline as a percentage
of total revenues.
The gross profit margin was 41% in the three months ended March 30,
1996, compared with 44% in the three months ended April 1, 1995. The gross
profit margin at Trex Medical, excluding intercompany sales, declined to
43% in the three months ended March 30, 1996, from 50% in the three months
ended April 1, 1995, primarily due to the inclusion of lower-margin
revenues at Bennett. The gross profit margin at ThermoLase in the three
months ended March 30, 1996, was 37%, compared with 41% in the three months
ended April 1, 1995. The decline in the gross profit margin at ThermoLase
is primarily due to lower margins on the sale of skin-care and other
personal-care products at CBI due to a shift to higher-volume, lower-margin
products. In addition, the decline in the gross profit margin resulted from
the early operations of the Spa Thira business, as the Company develops a
client base and continues refining its operating procedures, offset in part
by the effect of revenues from the Japanese joint venture. As the Company
opens additional Spa Thira locations in fiscal 1996, preopening costs will
have a negative impact on the gross profit margin.
Selling, general and administrative expenses as a percentage of
revenues decreased to 24% in the three months ended March 30, 1996, from
28% in the three months ended April 1, 1995, due to lower expenses as a
percentage of revenues at Bennett. Research and development expenses
increased to $5.5 million in the three months ended March 30, 1996, from
$3.4 million in the three months ended April 1, 1995, reflecting the
Company's continued efforts to develop and commercialize new products,
including Trex Medical's M-IV mammography system, full-breast digital
mammography system, and direct-detection X-ray sensor, and ThermoLase's
SoftLight system and laser-based skin rejuvenation processes.
Interest income increased to $1.5 million in the three months ended
March 30, 1996, from $1.0 million in the three months ended April 1, 1995,
primarily as a result of interest income earned on invested proceeds from
the August 1995 public offering of ThermoLase common stock and the November
1995 and January 1996 private placements of Trex Medical common stock.
During the three months ended March 30, 1996, the Company recorded a
gain on issuance of stock by subsidiary of $0.7 million in connection with
the January 1996 private placement of Trex Medical common stock.
10PAGE
<PAGE>
THERMOTREX CORPORATION
Three Months Ended March 30, 1996 Compared With Three Months Ended
April 1, 1995 (continued)
The effective tax rates in both periods differ from the statutory
federal income tax rate due to nondeductible amortization of cost in excess
of net assets of acquired companies and the impact of state income taxes,
offset in part in fiscal 1996 by the nontaxable gain on issuance of stock
by subsidiary.
A former employee of Trex Medical has alleged that Trex Medical's
newly introduced High Transmission Cellular grid for its mammography
systems infringes two U.S. patents owned by the former employee. Although
the Company believes that its products do not infringe any valid claim of
these patents, if the patent holder were successful in enforcing such
patents, the Company could be subject to damages and enjoined from
manufacturing and selling this grid.
Six Months Ended March 30, 1996 Compared With Six Months Ended
April 1, 1995
Total revenues increased 67% to $85.8 million in the six months ended
March 30, 1996, from $51.4 million in the six months ended April 1, 1995.
Revenues at Trex Medical, excluding intercompany sales, increased 106% to
$64.6 million in the six months ended March 30, 1996, compared with $31.3
million in the six months ended April 1, 1995, due to the inclusion of
$23.3 million in revenues from Trex Medical's Bennett subsidiary and
increased demand for mammography and biopsy systems manufactured by Trex
Medical's Lorad division. Revenues at ThermoLase increased 21% to $14.4
million in the six months ended March 30, 1996, from $11.9 million in the
six months ended April 1, 1995, primarily due to an increase in demand for
the Company's skin-care and other personal-care products, as well as the
inclusion of $667,000 in SoftLight licensing fees from the Japanese joint
venture and $471,000 of revenues from the Company's first Spa Thira salon.
Advanced Technology Research revenues declined to $6.8 million in the six
months ended March 30, 1996, from $8.1 million in the six months ended
April 1, 1995, primarily due to the sale of the Company's thermoelectrics
and thermionics businesses to two subsidiaries of Thermo Electron.
The gross profit margin declined to 40% in the six months ended March
30, 1996, compared with 43% in the six months ended April 1, 1995, due to
the reasons discussed in the results of operations for the three months
ended March 30, 1996, as well as a decline in gross profit margin from
Advanced Technology Research revenues to 19% in the six months ended March
30, 1996, compared with 24% in the six months ended April 1, 1995, as a
result of a shift to lower-margin contracts and lower revenues.
Selling, general and administrative expenses as a percentage of
revenues declined to 24% in the six months ended March 30, 1996, compared
with 26% in the six months ended April 1, 1995, due primarily to lower
expenses as a percentage of revenues at Bennett and CBI, offset in part by
increased expenses at Spa Thira. Research and development expenses
increased to $10.3 million in the six months ended March 30, 1996, from
$7.9 million in the six months ended April 1, 1995, due to the reasons
discussed in the results of operations for the three months ended March 30,
1996.
11PAGE
<PAGE>
THERMOTREX CORPORATION
Six Months Ended March 30, 1996 Compared With Six Months Ended
April 1, 1995 (continued)
Interest income increased to $2.9 million in the six months ended
March 30, 1996, from $2.0 million in the six months ended April 1, 1995,
primarily as a result of interest income earned on invested proceeds from
the August 1995 public offering of ThermoLase common stock and the November
1995 and January 1996 private placements of Trex Medical common stock.
During the six months ended March 30, 1996, the Company recorded a
gain on issuance of stock by subsidiary of $13.5 million in connection with
the November 1995 and January 1996 private placements of Trex Medical
common stock (Note 2).
The effective tax rates in both periods differ from the statutory
income tax rate due to nondeductible amortization of cost in excess of net
assets of acquired companies and the impact of state income taxes, offset
in part in fiscal 1996 by the nontaxable gain on issuance of stock by
subsidiary.
Liquidity and Capital Resources
Consolidated working capital was $124.1 million at March 30, 1996,
compared with $103.6 million at September 30, 1995. Included in working
capital are cash, cash equivalents, and available-for-sale investments of
$106.0 million at March 30, 1996, compared with $87.1 million at September
30, 1995. Of the $106.0 million balance at March 30, 1996, $64.9 million
was held by ThermoLase, $19.2 million was held by Trex Medical, and the
remainder was held by the Company and its wholly owned subsidiaries. Net
cash provided by operating activities during the six months ended March 30,
1996 was $3.3 million. During this period, the Company expended $4.0
million on property, plant and equipment and raised $19.6 million from the
issuance of Company and subsidiary common stock.
Trex Medical has outstanding letters of intent to acquire XRE
Corporation for approximately $17.0 million in cash and Continental X-Ray
Corporation and affiliates for approximately $18.2 million in cash,
including the repayment of $5.7 million of indebtedness (Note 3). There can
be no assurance that these acquisitions will be completed.
The Company's ThermoLase subsidiary has recently signed leases in
Dallas, Beverly Hills, and Denver, where it plans to open additional Spa
Thira salons. ThermoLase plans to open additional spas in various parts of
the United States during the remainder of calendar 1996 and thereafter.
Depending on the size of the salon, each facility will require
approximately $1.5 million to $2.5 million for such items as leasehold
improvements and laser systems.
On March 29, 1996, Trex Medical filed with the Securities and Exchange
Commission two registration statements related to an initial public
offering of 3,250,000 shares of its common stock.
The Company believes it has adequate resources to meet its financial
needs for the foreseeable future.
12PAGE
<PAGE>
THERMOTREX CORPORATION
Liquidity and Capital Resources (continued)
During the six months ended March 30, 1996, the Company sold its
thermoelectrics and thermionics businesses to two subsidiaries of Thermo
Electron. The purchase price for these transactions is the net book value
of the assets transferred, currently estimated to be an aggregate of
approximately $1.1 million. These businesses were not material to the
Company's results of operations or financial position.
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On March 15, 1996, at the Annual Meeting of Shareholders, the
shareholders elected eight incumbent directors and one other director to a
one-year term expiring in 1997. The Directors elected at the meeting were:
Morton Collins, Peter O. Crisp, Paul F. Ferrari, George N. Hatsopoulos,
John N. Hatsopoulos, Robert C. Howard, Firooz Rufeh, Gary S. Weinstein, and
Nicholas T. Zervas. Each nominee for director received 16,360,661 shares
voted in favor of his election and 51,090 shares voted against, except Mr.
Weinstein who received 16,345,536 shares voted in favor of his election and
66,215 shares voted against. No broker nonvotes were recorded on the
election of directors.
The shareholders also approved a proposal recommended by the Board of
Directors to increase the number of shares of the common stock of Thermo
Electron Corporation authorized for issuance under the Company's Employees'
Stock Purchase Plan by 50,000 shares as follows: 16,299,105 shares voted in
favor of the proposal, 86,228 shares voted against the proposal, and 26,418
shares abstained. No broker nonvotes were recorded on the proposal.
Item 6 - Exhibits
See Exhibit Index on the page immediately preceding exhibits.
13PAGE
<PAGE>
THERMOTREX 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 3rd day of May 1996.
THERMOTREX CORPORATION
Paul F. Kelleher
------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
------------------------
John N. Hatsopoulos
Chief Financial Officer
14PAGE
<PAGE>
THERMOTREX CORPORATION
Exhibit Index
Exhibit
Number Description of Exhibit Page
------- ----------------------------------------------------- ----
11 Statement re: Computation of earnings per share.
27 Financial Data Schedule.
Exhibit 11
THERMOTREX CORPORATION
Computation of Earnings per Share
Three Months Ended Six Months Ended
------------------------ -----------------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
---------------------------------------------------------------------------
Computation of Primary
Earnings Per Share:
Net Income (a) $ 2,103,000 $ 983,000 $16,275,000 $ 1,300,000
---------- ----------- ----------- -----------
Shares:
Weighted average shares
outstanding 19,056,506 18,871,203 19,045,402 18,854,851
Shares issuable from
assumed exercise of
options (as determined
by the application of
the treasury stock
method) 626,143 - 617,615 -
----------- ----------- ----------- ----------
Weighted average shares
outstanding, as
adjusted (b) 19,682,649 18,871,203 19,663,017 18,854,851
----------- ----------- ----------- -----------
Primary Earnings per
Share (a) / (b) $ .11 $ .05 $ .83 $ .07
=========== =========== =========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMOTREX
CORP.'S QUARTERLY REPORT FILED 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> 48,801
<SECURITIES> 57,224
<RECEIVABLES> 30,072
<ALLOWANCES> 1,156
<INVENTORY> 23,295
<CURRENT-ASSETS> 168,485
<PP&E> 22,105
<DEPRECIATION> 6,971
<TOTAL-ASSETS> 257,043
<CURRENT-LIABILITIES> 44,346
<BONDS> 0
<COMMON> 191
0
0
<OTHER-SE> 177,914
<TOTAL-LIABILITY-AND-EQUITY> 257,043
<SALES> 85,794
<TOTAL-REVENUES> 85,794
<CGS> 51,491
<TOTAL-COSTS> 51,491
<OTHER-EXPENSES> 10,301
<LOSS-PROVISION> 159
<INTEREST-EXPENSE> 239
<INCOME-PRETAX> 19,550
<INCOME-TAX> 3,082
<INCOME-CONTINUING> 16,275
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,275
<EPS-PRIMARY> .83
<EPS-DILUTED> 0
</TABLE>
