SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------------- AMENDMENT NO. 1 ON FORM 10-Q/A (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 1-8002 THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 04-2209186 (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, $1.00 par value 93,061,153 PAGE PART I - FINANCIAL INFORMATION Item 1 - Financial Statements THERMO ELECTRON CORPORATION Consolidated Balance Sheet (Unaudited) Assets March 30, December 30, (In thousands) 1996 1995 ------------------------------------------------------------------------ Current Assets: Cash and cash equivalents $ 774,805 $ 462,861 Short-term available-for-sale investments, at quoted market value (amortized cost of $671,161 and $588,471) 675,752 593,802 Accounts receivable, less allowances of $29,769 and $29,318 602,708 493,313 Unbilled contract costs and fees 69,580 74,941 Inventories: Raw materials and supplies 221,880 175,346 Work in process 98,175 72,768 Finished goods 117,314 84,672 Prepaid income taxes 89,053 75,685 Prepaid expenses 48,626 23,204 ---------- ---------- 2,697,893 2,056,592 ---------- ---------- Property, Plant and Equipment, at Cost 1,062,938 977,816 Less: Accumulated depreciation and amortization 276,666 262,228 ---------- ---------- 786,272 715,588 ---------- ---------- Long-term Available-for-sale Investments, at Quoted Market Value (amortized cost of $56,932 and $60,780) 59,498 61,845 ---------- ---------- Long-term Held-to-maturity Investments (quoted market value of $24,963 and $24,942) 24,251 23,819 ---------- ---------- Other Assets 111,543 101,138 ---------- ---------- Cost in Excess of Net Assets of Acquired Companies (Note 5) 995,590 827,357 ---------- ---------- $4,675,047 $3,786,339 ========== ========== 2PAGE THERMO ELECTRON CORPORATION Consolidated Balance Sheet (continued) (Unaudited) Liabilities and Shareholders' Investment March 30, December 30, (In thousands except share amounts) 1996 1995 ----------------------------------------------------------------------- Current Liabilities: Notes payable and current maturities of long-term obligations $ 172,660 $ 112,280 Accounts payable 193,380 172,823 Accrued payroll and employee benefits 101,146 93,930 Accrued income taxes 54,429 52,055 Accrued installation and warranty costs 57,131 41,548 Accrued acquisition expenses (Note 5) 94,170 32,557 Other accrued expenses 305,049 234,253 ---------- ---------- 977,965 739,446 ---------- ---------- Deferred Income Taxes and Other Deferred Items 132,071 129,926 ---------- ---------- Long-term Obligations: Senior convertible obligations 383,122 458,925 Subordinated convertible obligations (Note 4) 944,946 343,076 Tax-exempt obligations 127,639 128,567 Nonrecourse tax-exempt obligations 78,700 94,700 Other 83,240 92,809 ---------- ---------- 1,617,647 1,118,077 ---------- ---------- Minority Interest 513,948 471,648 ---------- ---------- Common Stock of Subsidiary Subject to Redemption ($18,450 redemption value) 17,591 17,513 ---------- ---------- Shareholders' Investment (Note 6): Preferred stock, $100 par value, 50,000 shares authorized; none issued Common stock, $1 par value, 175,000,000 shares authorized; 91,858,778 and 89,006,032 shares issued 91,859 89,006 Capital in excess of par value 682,753 614,363 Retained earnings 645,519 604,496 Treasury stock at cost, 55,861 and 11,574 shares (3,321) (536) Cumulative translation adjustment (3,307) 608 Deferred compensation (2,185) (2,271) Net unrealized gain on available- for-sale investments 4,507 4,063 ---------- ---------- 1,415,825 1,309,729 ---------- ---------- $4,675,047 $3,786,339 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 3PAGE THERMO ELECTRON CORPORATION Consolidated Statement of Income (Unaudited) Three Months Ended ---------------------- March 30, April 1, (In thousands except per share amounts) 1996 1995 ----------------------------------------------------------------------- Revenues: Product revenues $550,678 $402,654 Service revenues 59,214 43,908 Research and development contract revenues 42,493 46,612 -------- -------- 652,385 493,174 -------- -------- Costs and Expenses: Cost of products 329,340 235,009 Cost of services 42,805 30,571 Expenses for research and development and new lines of business (a) 68,322 64,046 Selling, general and administrative expenses 155,135 115,705 Write-off of acquired technology (Note 5) 3,500 - Restructuring and other nonrecurring costs - 1,522 -------- -------- 599,102 446,853 -------- -------- Operating Income 53,283 46,321 Gain on Issuance of Stock by Subsidiaries (Note 2) 28,892 12,883 Other Expense, Net (Note 3) (5,915) (3,553) -------- -------- Income Before Income Taxes and Minority Interest 76,260 55,651 Provision for Income Taxes 22,676 18,563 Minority Interest Expense 12,561 7,404 -------- -------- Net Income $ 41,023 $ 29,684 ======== ======== Earnings per Share: Primary $ .31 $ .24 ======== ======== Fully diluted $ .27 $ .22 ======== ======== Weighted Average Shares: Primary 133,635 122,016 ======== ======== Fully diluted 175,464 157,796 ======== ======== (a) Includes costs of: Research and development contracts $ 35,858 $ 40,803 Internally funded research and development 31,908 22,435 Other expenses for new lines of business 556 808 -------- -------- $ 68,322 $ 64,046 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 4PAGE THERMO ELECTRON CORPORATION Consolidated Statement of Cash Flows (Unaudited) Three Months Ended ---------------------- March 30, April 1, (In thousands) 1996 1995 ----------------------------------------------------------------------- Operating Activities: Net cash provided by operating activities $ 41,984 $ 3,521 --------- --------- Investing Activities: Acquisitions, net of cash acquired (Note 5) (265,203) (49,467) Purchases of available-for-sale investments (278,094) (104,765) Purchases of long-term held-to-maturity investments - (22,300) Proceeds from sale and maturities of available-for-sale investments 199,963 207,146 Purchases of property, plant and equipment (24,728) (13,116) Proceeds from sale of property, plant and equipment 1,183 1,225 Other (999) (660) --------- --------- Net cash provided by (used in) investing activities (367,878) 18,063 --------- --------- Financing Activities: Net proceeds from issuance of long-term obligations (Note 4) 609,049 313 Repayment and repurchase of long-term obligations (3,487) (6,931) Proceeds from issuance of Company and subsidiary common stock (Note 2) 44,676 51,272 Purchases of subsidiary common stock (12,789) (44,257) Increase (decrease) in short-term notes payable (625) 345 Other 713 (521) --------- --------- Net cash provided by financing activities 637,537 221 --------- --------- Exchange Rate Effect on Cash 301 1,775 --------- --------- Increase in Cash and Cash Equivalents 311,944 23,580 Cash and Cash Equivalents at Beginning of Period 462,861 383,005 --------- --------- Cash and Cash Equivalents at End of Period $ 774,805 $ 406,585 ========= ========= 5PAGE THERMO ELECTRON CORPORATION Consolidated Statement of Cash Flows (continued) (Unaudited) Three Months Ended ---------------------- March 30, April 1, (In thousands) 1996 1995 ----------------------------------------------------------------------- Supplemental Cash Flow Information: Provision for losses on accounts receivable $ 318 $ 1,627 ========= ========= Noncash activities: Conversions of Company and subsidiaries' convertible obligations $ 95,933 $ 41,115 ========= ========= Fair value of assets of acquired companies $ 523,392 $ 106,579 Cash paid for acquired companies (278,789) (51,899) Issuance of Company and subsidiaries' common stock and stock options for acquired companies - (7,780) Issuance of long-term obligations for acquired company - (22,300) --------- --------- Liabilities assumed of acquired companies $ 244,603 $ 24,600 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. 6PAGE THERMO ELECTRON CORPORATION Notes to Consolidated Financial Statements 1. General The interim consolidated financial statements presented have been prepared by Thermo Electron 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 the financial position at March 30, 1996, the results of operations for the three-month periods ended March 30, 1996 and April 1, 1995, and the cash flows for the three-month periods ended March 30, 1996 and April 1, 1995, as restated to reflect the acquisition of SensorMedics Corporation (SensorMedics), which has been accounted for under the pooling-of-interests method (Note 6). Interim results are not necessarily indicative of results for a full year. The consolidated balance sheet presented as of December 30, 1995, has been restated to reflect the acquisition of SensorMedics (Note 6). 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 December 30, 1995, filed with the Securities and Exchange Commission. 2. Issuance of Stock by Subsidiaries Gain on issuance of stock by subsidiaries in the accompanying statement of income for the three-month period ended March 30, 1996, resulted primarily from the following: Initial public offering of 3,000,000 shares of ThermoQuest Corporation common stock in March 1996 at $15.00 per share for net proceeds of $41.6 million resulted in a gain of $24.4 million that was recorded by the Company's Thermo Instrument Systems Inc. subsidiary. Private placement of 300,000 shares of Thermedics Detection Inc. common stock in March 1996 at $10.00 per share for net proceeds of $3.0 million resulted in a gain of $2.5 million that was recorded by the Company's Thermedics Inc. subsidiary. 7PAGE THERMO ELECTRON CORPORATION 3. Other Expense, Net The components of other expense, net, in the accompanying statement of income are as follows: Three Months Ended -------------------- March 30, April 1, (In thousands) 1996 1995 ---------------------------------------------------------------------- Interest income $ 21,988 $ 14,514 Interest expense (27,636) (18,624) Equity in income (loss) of unconsolidated subsidiaries (341) 5 Gain on sale of investments 270 - Other expense, net (196) 552 -------- -------- $ (5,915) $ (3,553) ======== ======== 4. Debenture Offering In January 1996, the Company issued and sold $585 million principal amount of 4 1/4% subordinated convertible debentures due 2003. The debentures are convertible into shares of the Company's common stock at a price of $37.80 per share. 5. Acquisitions On March 29, 1996, the Company's Thermo Instrument subsidiary completed the acquisition of a substantial portion of the businesses comprising the Scientific Instruments Division of Fisons plc (Fisons), a wholly owned subsidiary of Rhone-Poulenc Rorer Inc., for approximately 123 million British pounds sterling in cash (approximately $187 million) and the assumption of approximately 24 million British pounds sterling of indebtedness (approximately $36 million). The purchase price is subject to post-closing adjustments equal to the amounts by which the net tangible assets and net debt of the acquired businesses on the closing date are greater or less than certain target amounts agreed to by the parties. Thermo Instrument and Fisons are attempting to agree on the required adjustment to the purchase price. Thermo Instrument is seeking a reduction in the purchase price based on its calculation of the net tangible assets of the acquired businesses. If the parties are unable to reach agreement, a firm of independent public accountants will be appointed to determine the adjustment. Although there can be no assurance that Thermo Instrument will receive a reduction in the purchase price from Fisons, any such adjustment would affect the purchase price allocation, including the amount allocated to cost in excess of net assets acquired. In the first quarter of 1996, Thermo Instrument wrote off $3.5 million of acquired technology in connection with this acquisition. The businesses acquired are involved in the research, development, manufacture, and sale of analytical instruments to industrial and research laboratories worldwide. During the first quarter of 1996, the Company's majority-owned subsidiaries made several other acquisitions for $88.9 million in cash subject to post-closing adjustments. 8PAGE THERMO ELECTRON CORPORATION 5. Acquisitions (continued) These acquisitions have been accounted for using the purchase method of accounting and the results of their operations have been included in the accompanying financial statements from their respective dates of acquisition. The cost of the acquisitions exceeded the estimated fair value of the acquired net assets by $179.6 million, which is being amortized principally over 40 years. Allocation of the purchase price for these acquisitions was based on estimates of the fair value of the net assets acquired and is subject to adjustment upon finalization of the purchase price allocation. Pro forma data is not presented since the acquisitions were not material to the Company's results of operations. In connection with the acquisition of certain businesses comprising the Scientific Instruments Division of Fisons, Thermo Instrument has undertaken a restructuring of the acquired businesses. In accordance with the requirements of Emerging Issues Task Force Pronouncement 95-3 (EITF 95-3), Thermo Instrument is in the process of developing a plan that is expected to include reductions in staffing levels, abandonment of excess facilities and possible other costs associated with exiting certain activities of the acquired businesses. As part of the cost of the acquisition, Thermo Instrument established reserves totaling $34 million for estimated severance, excess facilities, and other exit costs associated with the acquisition, none of which was expended during the first quarter of 1996. Having completed the acquisition on March 29, 1996, unresolved issues existing at March 30, 1996 included identifying specific employees for termination and locations to be abandoned or consolidated, among other decisions concerning the integration of the acquired businesses into Thermo Instrument. In accordance with EITF 95-3, finalization of Thermo Instrument's plan for restructuring the acquired businesses will not occur beyond one year from the date of the acquisition. Any changes in estimates of these costs prior to such finalization will be recorded as adjustments to cost in excess of net assets of acquired companies. 6. Subsequent Events Stock Split In March 1996, the Company declared a three-for-two stock split in the form of a 50% stock dividend, payable on June 5, 1996, to shareholders of record as of May 22, 1996. All share and per share information, except for share information in the accompanying balance sheet, has been restated to reflect the stock split. Acquisition In June 1996, the Company acquired SensorMedics in exchange for 1,133,191 shares of Company common stock, in addition to 156,590 shares reserved for issuance upon exercise of stock options and warrants. SensorMedics provides systems for pulmonary function and sleep disorder diagnosis, as well as high-frequency ventilation for pediatric and neonatal care. SensorMedics also manufactures and markets respiratory gas analyzers, physiological testing equipment and recorders, and pulse 9PAGE THERMO ELECTRON CORPORATION 6. Subsequent Events (continued) oximeters. The acquisition has been accounted for under the pooling-of-interests method. Historical information for 1995 and 1996 has been restated to include the results of SensorMedics. Revenues and net income as previously reported by the separate entities prior to the acquisition and as restated for the combined Company, are as follows: Three Months Ended ---------------------- March 30, April 1, (In thousands) 1996 1995 --------------------------------------------------------------------- Revenues: Previously reported $635,094 $478,545 SensorMedics 17,291 14,629 -------- -------- $652,385 $493,174 ======== ======== Net Income: Previously reported $ 40,442 $ 29,548 SensorMedics 581 136 -------- -------- $ 41,023 $ 29,684 ======== ======== Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations First Quarter 1996 Compared With First Quarter 1995 Sales for the first quarter of 1996 were a record $652.4 million, an increase of $159.2 million, or 32%, over the first quarter of 1995. Segment income was $60.4 million, compared with $53.3 million in 1995, an increase of 14%. (Segment income is income before corporate general and administrative expenses, other income and expense, minority interest expense, and income taxes.) Operating income was $53.1 million, compared with $46.3 million in 1995, an increase of 15%. Financial results for 1995 and 1996 have been restated to include SensorMedics Corporation, which was acquired in a pooling-of-interests transaction in June 1996 (Note 6). Sales from the Instruments segment were $225.6 million in 1996, an increase of $52.6 million, or 30%, over 1995. Sales increased primarily due to acquisitions made by Thermo Instrument Systems Inc., which added $40 million to sales in 1996. The remaining increase resulted from higher revenues from existing businesses, primarily due to greater demand for the Company's analytical instruments, offset in part by the unfavorable effects of currency translation due to the strengthening of the U.S. 10PAGE THERMO ELECTRON CORPORATION First Quarter 1996 Compared With First Quarter 1995 (continued) dollar in 1996. Segment income margin (segment income margin is segment income as a percentage of sales) was 10.6% in 1996, compared with 14.4% in 1995. Segment income margin declined due in part to a $3.5 million purchase accounting write-off of acquired technology resulting from the March 1996 acquisition of a substantial portion of the businesses comprising the Scientific Instruments Division of Fisons plc, which was acquired at the end of the first quarter of 1996, and due to lower margins at acquired businesses. The acquisition of the businesses from Fisons is expected to negatively impact segment income margins at Thermo Instrument due to lower margins at these businesses. Sales from the Alternative-energy Systems segment were $81.5 million in 1996, an increase of $7.4 million, or 10%, over 1995. Within this segment, revenues from Thermo Ecotek Corporation, which consist of revenues from biomass power plant operations, were $33.5 million in 1996, compared with $31.0 million in 1995. This increase results from higher contractual energy rates at all of the Company's facilities, except the Hemphill plant, as well as fewer days of scheduled and unscheduled outages at the Delano plants in California, offset in part by higher curtailment of power output at the Mendota and Woodland plants, also in California. Continued curtailment of power output at these plants is expected during the remainder of 1996. Revenues from the Company's waste-recycling facility in southern California were $4.9 million in 1996, compared with $6.7 million in 1995. Although this facility ceased processing waste and the Company wrote off its net investment in the facility in 1995, the customer is continuing to pay a portion of its obligation under the service agreement. The customer remains in default on the service agreement and continues to pursue the purchase of the facility from the Company. Sales at Peter Brotherhood Ltd. increased to $13.4 million in 1996 from $11.5 million in 1995 as a result of increased demand for steam turbines and, to a lesser extent, increased demand for special-purpose machinery. Sales from Thermo Power Corporation were $29.8 million in 1996, compared with $24.9 million in 1995. This increase resulted primarily from greater demand for gas-fueled cooling systems and gasoline and natural gas TecoDrive engines and the inclusion of revenues from lift-truck engines. Segment income from the Alternative-energy Systems segment was $6.3 million in 1996, compared with $6.1 million in 1995. Thermo Ecotek had segment income of $4.5 million in 1996, compared with $3.4 million in 1995. This improvement results from higher revenues and lower fuel and other operating costs at two of Thermo Ecotek's California plants, offset in part by higher expenses for new business development. Segment income from the Company's waste-recycling facility was $2.3 million in 1996, compared with $1.2 million in 1995. This change results from lower depreciation expense as a result of the write-down of the Company's net investment in 1995. Results for this facility, net of related interest expense, were at a breakeven level for the first quarter of 1996. Peter Brotherhood incurred a segment loss of $0.5 million in 1996, compared with income of $0.2 million in 1995. This decline results from increased costs to complete jobs in process and competitive pricing pressures. Segment income at Thermo Power declined by $1.3 million due to lower prices for industrial refrigeration products resulting from competitive 11PAGE THERMO ELECTRON CORPORATION First Quarter 1996 Compared With First Quarter 1995 (continued) pricing pressures, lower manufacturing efficiencies, including lost production time during severe winter storms and, to a lesser extent, higher warranty expenses. Thermo Power expects that a cost increase in one of the major components of its industrial refrigeration packages will adversely affect the gross profit margin contributed from this product starting in the second quarter of 1996. Sales in the Process Equipment segment were $93.3 million in 1996, compared with $57.5 million in 1995. Sales from Thermo Fibertek Inc. increased $5.2 million to $49.0 million in 1995. This increase results primarily from an increase in demand for papermaking accessory products. Sales of $35.0 million in 1996 and $4.5 million in 1995 were recorded by a wholly owned subsidiary of the Company for construction of an office wastepaper de-inking facility in Menominee, Michigan. This facility is expected to be completed by the end of 1996. Sales of Thermo TerraTech Inc.'s thermal-processing equipment increased $2.5 million from depressed 1995 levels, while sales from Napco's automated electroplating equipment business declined $2.4 million. Segment income margin was 10.3% in 1996, compared with 10.8% in 1995. This decline results primarily from lower margins on sales recorded by the Company on the Michigan project due to a higher proportion of pass-through costs. Sales in the Biomedical Products segment were $103.0 million in 1996, an increase of $34.2 million, or 50%, over 1995, primarily due to the inclusion of $26.1 million in sales from Bird Medical Technologies, Inc. and Bennett X-Ray Corporation, which were acquired in the third quarter of 1995, and increased demand for a number of the Company's biomedical products. Sales of ThermoTrex Corporation's mammography and needle-biopsy systems increased 17% to $22.4 million; sales of Thermo Cardiosystems Inc.'s implantable left ventricular-assist system (LVAS) increased 52% to $6.7 million; neurodiagnostic monitoring equipment sold by the Company's wholly owned Nicolet Biomedical Inc. subsidiary increased 8% to $14.2 million; sales of blood coagulation-monitoring products and skin-incision devices sold by the Company's wholly owned International Technidyne Corporation subsidiary increased 11% to $8.7 million; and sales of systems for pulmonary function and sleep disorder diagnosis and high-frequency ventilation by the Company's wholly owned SensorMedics subsidiary increased 18% to $17.3 million. Segment income margin improved to 12.3% in 1996 from 10.2% in 1995 as a result of increased sales and, to a lesser extent, price increases for Thermo Cardiosystems' air-driven LVAS, and higher margins at SensorMedics due to a new product introduced in the second quarter of 1995 as well as a change in sales mix. Sales in the Environmental Services segment were $59.2 million in 1996, an increase of $15.3 million, or 35%, over 1995, due to sales from acquired businesses. Within this segment, sales from Thermo Remediation Inc. were $23.0 million in 1996, compared with $13.5 million in 1995. Thermo Remediation's revenues increased due to the inclusion of revenues from acquired businesses, offset in part by lower revenues from soil-remediation and fluids-recycling services resulting from competitive pricing pressures and a decline in the volume of soil processed as a result of ongoing regulatory uncertainties at two sites. Thermo 12PAGE THERMO ELECTRON CORPORATION First Quarter 1996 Compared With First Quarter 1995 (continued) Remediation's nuclear service sales also declined primarily due to a decline in radiochemistry laboratory work, reflecting reduced spending at the U.S. Department of Energy and increased competition. Sales of metallurgical services declined $1.8 million due to the impact of closing a small plant in 1995 and, to a lesser extent, competitive pricing pressures. Segment income was $3.3 million in 1996, compared with $3.8 million in 1995. This decline primarily results from a loss of $2.0 million incurred at Thermo TerraTech's EuroTech operation. The loss at EuroTech resulted from the settlement of several contract disputes, as well as severe winter weather, which impacted all phases of EuroTech's business. Sales from the Advanced Technologies segment were $91.3 million in 1996, compared with $77.3 million in 1995. Sales increased $16.1 million due to the inclusion of revenues from the former Orion laboratory products division of Analytical Technology, Inc., which was acquired in December 1995, and Moisture Systems Corporation and Rutter & Co., which were acquired in January 1996. Sales at Thermo Voltek Corp. increased $3.3 million due to an increase of $1.7 million in revenues at Comtest, primarily due to increased demand and the introduction of new products. Thermo Voltek's revenues also increased $1.1 million due to the acquisition in March 1995 of Kalmus Engineering Inc. Sales of Thermedics Detection Corporation's process-detection instruments to the beverage industry declined $3.5 million to $2.9 million in 1996, primarily due to lower demand from its principal customer, which has substantially completed its deployment of these systems. Sales of Thermedics Inc.'s EGIS explosives-detection systems increased $1.4 million to $2.9 million as a result of an order received from the U.S. government to provide Israel with counterterrorism support. Sales at Coleman Research Corporation declined 10% to $35.9 million as a result of lower U.S. government contract funding. Segment income margin declined to 5.1% in 1996 from 6.8% in 1995, primarily resulting from lower sales of Thermedics Detection process-detection instruments to the beverage industry and, to a lesser extent, increased expenses incurred by ThermoLase to develop and commercialize its laser-based hair-removal process. The Company has adopted a strategy of spinning out certain of its businesses into separate subsidiaries and having these subsidiaries sell a minority interest to outside investors. The Company believes that this strategy provides additional motivation and incentives for the management of the subsidiary through the establishment of subsidiary-level stock option incentive programs, as well as capital to support the subsidiary's growth. As a result of the sale of stock by subsidiaries, the issuance of stock by subsidiaries upon conversion of convertible debentures, and similar transactions, the Company recorded gains of $28.9 million in 1996 and $12.9 million in 1995 (Note 2). Minority interest expense increased to $12.6 million in 1996 from $7.4 million in 1995. Minority interest expense includes $5.6 million in 1996 and $0.7 million in 1995 relating to gains recorded by the Company's majority-owned subsidiaries as a result of the sale of stock and the issuance of stock upon conversion of indebtedness by their subsidiaries. 13PAGE THERMO ELECTRON CORPORATION Liquidity and Capital Resources Consolidated working capital was $1,719.9 million at March 30, 1996, compared with $1,317.1 million at December 30, 1995. Included in working capital were cash, cash equivalents, and short-term available-for-sale investments of $1,450.6 million at March 30, 1996, compared with $1,056.7 million at December 30, 1995. In addition, at March 30, 1996, the Company had $59.5 million of long-term available-for-sale investments and $24.3 million of long-term held-to-maturity investments, compared with $61.8 million of long-term available-for-sale investments and $23.8 million of long-term held-to-maturity investments at December 30, 1995. Of the $1,534.4 million of cash, cash equivalents, short- and long-term available-for-sale investments, and long-term held-to-maturity investments at March 29, 1996, $859.0 million was held by the Company's majority-owned subsidiaries, and the remainder by the Company and its wholly owned subsidiaries. Net proceeds from the issuance of Company and subsidiary common stock totaled $44.7 million in the first three months of 1996. In January 1996, the Company issued and sold $585 million principal amount of 4 1/4% subordinated convertible debentures due 2003 (Note 4). During the first three months of 1996, the Company expended $609.0 million for acquisitions and $24.7 million for purchases of property, plant and equipment. The Company has agreements or letters of intent to expend approximately $101 million on the acquisition of new businesses. These transactions are subject to various conditions to closing, and there can be no assurance that all of the transactions will be consummated. In the remainder of 1996, the Company plans to make capital expenditures of approximately $125 million. During the first three months of 1996, the Company expended $12.8 million to purchase the common stock of certain of its subsidiaries. The Company expects that these purchases will continue, although the amount of purchases in a given reporting period may vary significantly. PART II - OTHER INFORMATION Item 6 - Exhibits (a) Exhibits See Exhibit Index on the page immediately preceding exhibits. 14PAGE THERMO ELECTRON 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 5th day of September 1996. THERMO ELECTRON CORPORATION Paul F. Kelleher ----------------------- Paul F. Kelleher Vice President, Finance and Administration 15PAGE THERMO ELECTRON CORPORATION EXHIBIT INDEX Exhibit Number Document Description Page ----------------------------------------------------------------------- 2.1 Amended and Restated Asset and Stock Purchase Agreement dated March 29, 1996 among the Registrant, Thermo Instrument Systems Inc. and Fisons plc (filed as Exhibit 2.1 to the Form 8-K of Thermo Instrument Systems Inc. with respect to events occurring March 29, 1996 [File no. 1-9786] and incorporated herein by reference). 11 Statement re: Computation of earnings per share. 27 Financial Data Schedule.