SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 30, 1995
[ ] 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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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, and (2) has been subject to the
filing requirements for at least the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference into Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of November 24, 1995, was approximately $63,355,000.
As of November 24, 1995, the Registrant had 12,432,545 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended September 30, 1995, are incorporated by reference into Parts I
and II.
Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on March 11, 1996, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
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(a) General Development of Business.
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Thermo Power Corporation (the Company or the Registrant) develops,
manufactures, markets, and services industrial refrigeration equipment;
gasoline engines for recreational boats; LPG (liquefied petroleum gas) and
gasoline engines for lift trucks; natural gas engines for fleet vehicles
and industrial applications; and natural gas cooling and cogeneration
systems. The Company also conducts research and development on applications
of thermal energy. Through its NuTemp, Inc. (NuTemp) subsidiary, the
Company rents commercial cooling and industrial refrigeration equipment.
Through its 78%-owned ThermoLyte Corporation (ThermoLyte) subsidiary,
formed in March 1995, the Company is also developing a propane-powered
flashlight, the first in a line of gas-powered lighting products it plans
to develop and commercialize. The Company's strategy is to engineer,
develop, and commercialize environmentally sound and economically efficient
power generation, cooling, and related products. The Company comprises five
operating units: the FES, Crusader Engines, and Tecogen divisions, and the
NuTemp and ThermoLyte subsidiaries.
In March 1995, the Company spun out ThermoLyte to complete the
development and commercialization of a family of propane-powered
flashlights, emergency lights, area lights, and other lighting products.
ThermoLyte products will all be based on the Company's patented technology
for a rigid mantle, the "bulb" in gas lights. This durable mantle allows
the Company to use propane as a power source instead of batteries. Using
propane offers several advantages over batteries, including a potentially
infinite shelf life, substantially longer operating hours, constant
brightness, and no battery disposal.
Subsequent to year-end 1995, the Company's TecoDrive(R) 4300 engine
became the first heavy-duty natural gas engine to be certified for Ultra
Low-Emission Vehicles (ULEVs) by the U.S. Environmental Protection Agency
(EPA). This certification will broaden the market for the Company's
TecoDrive 4300 engines to include states with the strictest emissions
standards.
In May 1994, the Company acquired NuTemp for $7.9 million in cash. In
fiscal 1995, the Company paid an additional $2.5 million as a result of
NuTemp having achieved certain previously agreed upon performance goals
through the period ending May 1, 1995. 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 Company was originally incorporated in Massachusetts in June 1985
under the name Tecogen Inc., as a wholly owned subsidiary of Thermo
Electron Corporation (Thermo Electron) to succeed the business of Thermo
Electron's Thermal Products Division. In March 1993, the Company's name was
changed to Thermo Power Corporation. As of September 30, 1995, Thermo
Electron owned 7,832,326 shares of the Company's common stock, representing
63% of such stock then outstanding at that time. Thermo Electron is a world
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leader in environmental monitoring and analysis instruments and a
manufacturer of biomedical products including heart-assist systems and
mammography systems, paper-recycling and papermaking equipment,
alternative-energy systems, industrial process equipment, and other
specialized products. Thermo Electron also provides environmental and
metallurgical services and conducts advanced technology research and
development. Thermo Electron intends, for the foreseeable future, to
maintain at least 50% ownership of the Company. This may require the
purchase by Thermo Electron of additional shares of the Company's common
stock from time to time as the number of outstanding shares issued by the
Company increases. These purchases may be made either in the open market or
directly from the Company. During fiscal 19951, Thermo Electron purchased
885,700 shares of the Company's common stock in the open market at a total
price of $8,522,000.
(b) Financial Information About Industry Segments.
---------------------------------------------
The Company conducts business in three industry segments: (i)
industrial refrigeration and commercial cooling equipment; (ii) gasoline
engines for recreational boats, LPG and gasoline engines for lift trucks,
and natural gas engines for fleet vehicles and industrial applications; and
(iii) natural gas cooling and cogeneration systems, and conducting research
and development on applications of thermal energy. The principal products
and services rendered by the Company in these segments are described in
detail below.
Financial information concerning the Company's industry segments is
summarized in Note 11 to Consolidated Financial Statements in the
Registrant's Fiscal 1995 Annual Report to Shareholders and is incorporated
herein by reference.
(c) Description of Business.
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(i) Principal Products and Services
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Industrial Refrigeration Systems
Industrial Refrigeration Packages. The Company's FES division designs,
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engineers, manufactures, and services industrial refrigeration equipment
used for cooling, freezing, and cold-storage applications in the food-
processing, petrochemical, pharmaceutical, and liquefied-gas storage
industries. FES produces complete industrial refrigeration systems, and it
also supplies components for use in industrial refrigeration systems
produced by others. FES also manufactures screw compressor packages used to
cool inlet air for gas turbine generators at utilities.
FES equipment for food and beverage customers are primarily standard
products, such as screw-compressor packages, liquid-refrigerant pump
packages, state-of-the-art control systems, and ASME (American Society of
Mechanical Engineers) pressure vessels. A screw-compressor package, which
consists of a screw compressor, an electric-drive motor, an oil separator,
a control panel, and piping and tubing, constitutes the majority of this
equipment. FES also provides screw-compressor packages powered by the
Company's natural gas TecoDrive engines. These packages are pre-engineered
and are manufactured in quantity. Examples of applications of industrial
1 References to fiscal 1995, 1994, and 1993 herein are for the fiscal years
ended September 30, 1995, October 1, 1994, and October 2, 1993,
respectively.
3PAGE
refrigeration equipment used by food and beverage processors include the
freezing, storing, and warehousing of meats, fish, fruits, and vegetables;
freezing of fruit juice concentrates; or controlling process temperatures
in brewing and wine-making, and soft drink carbonization, where the
temperature of water is regulated to absorb a controlled quantity of carbon
dioxide.
FES supplies entire refrigeration packages to petrochemical,
pharmaceutical, and related industries for integration into their plants'
refrigeration systems. These higher-cost custom packages require
significant design engineering and are used in a wide variety of
applications, such as chilling brine that cools chemicals used in the
production of penicillin. In another application of a custom package, FES
units are used to chill and condense toxic effluent gases released in the
production of chlorine.
FES systems have capacities ranging from 10 to 4,500 tons, with
evaporating temperatures ranging from +50.F to -100.F. Approximately 65% of
FES's sales are of standard units for the food and beverage industry, and
approximately 35% are of custom units for the petrochemical and
pharmaceutical industries. The average price for a standard food and
beverage refrigeration package is approximately $50,000, and a
representative price for a custom unit would be approximately $300,000,
although prices for these units can exceed $1 million. FES refrigeration
packages can be designed for use with any common refrigerant, but
approximately 80% of FES's units operate on ammonia. FES's utilization of
ammonia, a cost-effective and environmentally safe substance compared with
conventional chlorofluorocarbon (CFC)-based refrigerants, places FES in a
leadership position to target the reduction of CFC systems. Ammonia does
not harm the ozone layer, costs much less than conventional refrigerants,
and is widely available on a global basis.
The Company's NuTemp subsidiary buys new and surplus industrial
refrigeration equipment, which is remanufactured for sale or rental. NuTemp
serves numerous industries such as food-processing, petrochemical,
pharmaceutical, and others. One of NuTemp's key services is its ability to
respond to emergency situations and provide temporary large-tonnage
refrigeration capacity on short notice.
In many instances, NuTemp custom designs a refrigeration package to
meet a customer's unique requirements. This results in a refrigeration
system that meets the customer's specific needs in refrigeration capacity
and operating temperature, as well as in control systems. Custom systems
can be manufactured using new and remanufactured components to provide the
most cost-effective and timely solution for the customer. Custom systems
can be rented with an option to purchase, again providing a unique service
in this industry.
Applications for NuTemp's products range from cooling water to +60.F
to cooling synthetic glycol to -45.F. The colder fluids are used in
industrial process applications, which include chemical-reaction control,
environmental testing, VOC (volatile organic compound) recovery, and
plastics production.
Revenues from industrial refrigeration packages were $55,193,000,
$53,146,000, and $39,936,000 in fiscal 1995, 1994, and 1993, respectively.
4PAGE
Microprocessor Controls. FES microprocessor-based control systems for
industrial refrigeration equipment are designed to reduce energy
consumption through operating efficiencies, to anticipate problems with
built-in pre-alarms, to announce system shutdowns, to offer memory storage,
and to provide easy sensor calibration through keypads and displays. These
controls are supplied with FES products, and they can also be fitted on
refrigeration packages produced by other suppliers for ease of integration
within FES's central supervisory control system.
Other Products. FES also manufactures and sells liquid-refrigerant
recirculation systems, heat-recovery heat exchangers, and pressure vessels
for use in refrigeration packages and systems produced by others. FES's
liquid-refrigerant recirculation systems, or "pump packages," are used in a
variety of applications such as food freezing and storage, industrial
process cooling, and thermal storage systems.
As with its refrigeration equipment, NuTemp buys new and surplus
commercial cooling equipment, which is remanufactured for sale or rental.
NuTemp's customers in the commercial cooling industry include institutions,
commercial building owners, and service contractors. The commercial cooling
industry is currently coming into compliance with the phaseout of CFC
refrigerants and replacing them with environmentally sound refrigerants.
This retrofit process is creating a temporary market for NuTemp's
commercial cooling systems, which operate on alternative refrigerants,
while customers install new equipment.
Engines
Marine Engines. The Company's Crusader Engines division (Crusader)
manufactures, markets, and services inboard marine engines and accessories
both to OEM (original equipment manufacturer) boat companies and to a
network of 37 distributors who support 900 dealers servicing Crusader's
products in the field. Crusader does not customarily manufacture engines
for its own inventory, but rather in response to orders from distributors,
dealers, and boat manufacturers. Crusader's key customers are OEM
manufacturers of "cruiser" class boats generally ranging in size from 25 to
45 feet. The purchase price of boats containing Crusader engines typically
is in the $50,000 to $250,000 range. In fiscal 1995, sales to Crusader's
top four OEM customers, Silverton Marine Corp. (Silverton), Carver Boat
Corp. (Carver), Gibson Fiberglass, and Tiara Yachts, accounted for
approximately 60% of Crusader's unit sales. Approximately 95% of Crusader's
unit sales to OEM manufacturers is in the United States. Sales of engines
to distributors account for approximately 19% of Crusader's unit sales.
The market for Crusader's marine engine products declined
significantly in the economic downturn during the past few years. In the
early and mid-1980s, the United States market for inboard marine engines
for cruiser class boats experienced significant annual growth and peaked in
the 1988 model year (running from August 1987 through July 1988). The
market for marine engines has improved in the 1994 and 1995 model years,
and the Company believes market conditions will continue to improve as the
economy rebounds and consumer confidence increases. The repeal of the
federal tax on luxury purchases in 1993 has also had a positive effect on
sales.
Revenues from marine engines were $21,536,000, $18,315,000, and
$18,172,000 in fiscal 1995, 1994, and 1993, respectively.
5PAGE
TecoDrive Natural Gas Engines for Vehicles. The Company's extensive
development work on dedicated compressed natural gas (CNG) engines has
resulted in sales of a number of its TecoDrive engines for use in school
buses, package-delivery vehicles and other fleet vehicles. These engines
feature substantially lower emissions than currently commercially available
gasoline or natural gas engines. In November 1995, the Company's TecoDrive
4300 engine became the first heavy-duty natural gas engine to be certified
for Ultra Low-Emission Vehicles (ULEVs) by the EPA. This certification will
broaden the market for the Company's TecoDrive 4300 engines to include
states with the strictest emissions standards.
In February 1995, the Company received an order valued at $3.3 million
to supply United Parcel Service (UPS) with natural gas engines and gasoline
engines that can be easily converted to run on natural gas for use in its
package-delivery vehicles. The 276 TecoDrive engines that were part of this
order will convert vehicles that operate on diesel to natural gas. This
order follows the successful evaluation of 20 TecoDrive engines by UPS in
the Washington, DC, area, as part of the U.S. Department of Energy's
(DOE's) heavy- and medium-duty commercial truck Alternative Fuels Program.
The U.S. Postal Service is currently operating a total of eight two-ton
delivery trucks powered by TecoDrive engines in four major U.S. cities. In
California, 104 buses manufactured by Blue Bird Corporation (Blue Bird) and
powered by turbocharged TecoDrive engines were the only CNG vehicles
ordered under Phase II of a pilot program of the California Energy
Commission (CEC) for safer, lower-emission school buses. These school
buses, along with 10 school buses powered by the Company's naturally
aspirated TecoDrive engines, provided during Phase I of the CEC program,
have recorded a total of more than 3 million miles.
The natural gas vehicle (NGV) market is in its formative stage. The
use of NGVs in the United States results primarily from governmental
regulations and incentive programs requiring the use of alternative fuels
in certain situations. The Clean Air Act Amendments of 1990 and the Energy
Policy Act of 1992, as well as numerous state regulations, require the
increased use of alternative fuels over a period of time. There can be no
assurance that NGVs will be the most popular alternative-fuel vehicles
under the various mandates. The Company believes that most NGVs currently
in use do not comply with proposed environmental regulations in the United
States, the wide majority being equipped with aftermarket gasoline-to-
natural-gas conversion kits that do not provide the low emissions offered
by the Company's factory-built dedicated engines. Producing a natural gas
engine with reduced emissions and adequate power at a cost that is not
prohibitive is a key factor in the development of the market.
TecoDrive Natural Gas Engines for Irrigation and Industrial
Applications. The Company manufactures natural gas engines for the
irrigation pump engine market. The Company is the first supplier to offer
agricultural users extended warranties and total service support similar to
what is offered to the Company's marine engine, cooling, and cogeneration
customers. As a result of the positive response the Company has received
from its customers in the irrigation market, the Company has developed
TecoDrive engines for other stationary applications, such as powering air
and gas compressors. There are now four OEM manufacturers incorporating the
Company's TecoDrive engines into their natural gas compressors for NGV
refueling. In summer 1995, the Company received orders for a total of 70
engines for pipeline gas compressors in Western Canadian gas fields. The
Company also provides engines for a stationary application for Climaveneta,
6PAGE
a manufacturing firm in Italy. In addition, the Company offers a range of
optional equipment that broadens the industrial applications for its
engines.
LPG and Gasoline Engines for Lift Trucks. The Company has embarked on
a significant program to engineer and manufacture 2.2-, 3.0-, and 4.3-liter
LPG and gasoline engines for installation into lift trucks. In May 1995,
the Company completed its first shipment of fork-lift engines to Clark
Materials Handling Company (Clark), one of the largest suppliers of lift
trucks in the U.S. The Company is currently shipping engines under an order
from Clark for 600 engines. The Company is also shipping engines under an
order from Toyota Industrial Equipment Manufacturing Inc. (Toyota) for 450
3.0-liter engines for installation into Toyota's lift trucks. Toyota has
also indicated its intent to purchase an additional 1,000 engines by summer
1996. The Company is also engineering lift-truck engines for Daewoo, Royal
Tractor Company, and Taylor Machine Works, Inc.
Cooling and Cogeneration Systems
The Company designs, develops, manufactures, 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. Many of these products are powered by the
Company's dedicated TecoDrive natural gas engines.
The Company's Tecochill(R) commercial cooling and Tecogen(R)
cogeneration products incorporate several proprietary features that are the
result of the Company's advances in engine, thermal, and control
technologies. One such proprietary feature is the Company's microprocessor-
based control module, which automates the operation of such systems and can
also include remote control, monitoring, and diagnostic capabilities. The
standardized designs of the Company's products also enable rapid
installation and startup, facilitate maintenance, and allow competitive
delivery time. The Company supports its customers by offering a
comprehensive maintenance contract under which the Company assumes
responsibility for substantially all maintenance, repairs, and replacement
parts.
The cost savings that result from use of the Company's packaged
cooling and cogeneration systems is directly related to the retail price of
electricity. In the past few years, electricity prices have declined in
many areas and rates remain relatively low on a historical basis in most
regions. Given prevailing rate structures, demand for the Company's cooling
and cogeneration systems has been less than anticipated.
Tecochill Cooling Systems. The Company entered the gas-fueled cooling
business by introducing its 150-ton gas-fueled cooling unit in 1988. The
Company's Tecochill units are powered by the same TecoDrive engine used in
the Company's small-scale cogeneration systems. Tecochill products are
equipped with microprocessor controls allowing fully automated, unattended
operation. Tecochill units can be programmed to run at different speeds to
follow variable cooling loads for greater efficiency than conventional
electric motor-driven air conditioners that run at a constant speed. These
units are self-contained packages that are delivered to customer sites as
finished products for standard installation. Tecochill units can be fitted
with optional heat-recovery packages yielding hot water. The Company has
sold approximately 300 of its Tecochill units to date, which are operating
in 26 states and four foreign countries. The Company is currently offering
7PAGE
additional gas-fueled rooftop air conditioning equipment, ranging in size
from 50 to 800 tons, for use in multi-unit residential buildings, nursing
homes, hospitals, and similar institutions. The Company is currently
developing packaged cooling for more than 1,000 tons under funding from the
Gas Research Institute (GRI). Although the purchase price of the Company's
Tecochill units is approximately 100-200% higher than that of electric
motor-driven air conditioners of comparable sizes, lower operating costs
associated with the use of Tecochill units generally lead to payback of the
incremental capital cost in approximately four years. The average expected
useful life of a Tecochill unit is comparable to that of an electric
motor-driven air conditioner, typically 15 years.
Revenues from cooling systems were $4,956,000, $3,772,000, and
$4,609,000 in fiscal 1995, 1994, and 1993, respectively.
Tecogen Cogeneration Systems. In 1983, the Company introduced its
first Tecogen packaged cogeneration system, the 60-kilowatt (kW) CM-60
model powered by the Company's TecoDrive engine. Approximately 600 CM-60
and CM-75 units have been installed at approximately 350 sites across the
United States. The Company also provides 225-kW models. These systems are
automated, self-contained cogeneration packages that are delivered as
finished units to customer sites. In general, these systems are
manufactured to standard designs and are assembled and tested on a
production-line basis. Some modifications are made to the larger
cogeneration systems in order to accommodate the demands of individual
sites. The cogeneration systems use a single fuel source, natural gas, to
simultaneously produce electricity and thermal energy in the form of hot
water or steam. By using energy that would otherwise be wasted, the
Company's cogeneration systems operate at a cost that can be comparable to
the cost of producing hot water alone in conventional systems. The
electricity produced is used principally to meet on-site energy
requirements and replaces electricity that would otherwise be purchased
from a utility.
Revenues from cogeneration systems were $1,594,000, $873,000, and
$1,077,000 in fiscal 1995, 1994, and 1993, respectively.
Sponsored Research and Development. The Company conducts research and
development supported by outside sponsors. Revenues from sponsored research
and development contracts were $4,917,000, $5,209,000, and $6,457,000 in
fiscal 1995, 1994, and 1993, respectively. See "Research and Development."
Regulation
The demand for most of the Company's products is affected by various
federal, state, and local energy and environmental laws and regulations.
All of these laws and regulations are subject to revocation or amendment,
and the Company cannot predict what effect revocation or amendment may have
on the Company's sales, business, or operations.
Industrial Refrigeration Systems
--------------------------------
The Company's ammonia-based refrigeration equipment and alternative-
refrigerant commercial cooling systems benefit from the worldwide phaseout
of CFC refrigerants. The Montreal Protocol was negotiated in 1987 under the
sponsorship of the United Nations Environmental Program (UNEP) to protect
the ozone layer. This agreement establishes a process to control substances
that could deplete the ozone layer, including CFCs. The most recent
8PAGE
regulations for CFCs were developed in 1992 by governments of the nations
participating in UNEP. These representatives agreed on a gradual phaseout
of CFC production, such as R-12 and R-11, to be completed by January 1996.
Engines
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In October 1994, the EPA proposed new regulations to limit air
emissions from gasoline and diesel marine engines. Under the rule that
takes effect in model year 1998, hydrocarbon exhaust from gasoline marine
engines would be reduced by 75%. Meeting these new standards will be more
difficult for companies that manufacture two-stroke engines that emit
larger quantities of hydrocarbons than the four-stroke engines manufactured
by Crusader. The Company is already manufacturing engines using an
electronic fuel-injection feature with significantly reduced emissions and
believes its engines will meet the requirements using similar technologies
before the mandate takes effect.
The market for the Company's TecoDrive natural gas engine is
influenced by federal legislation that allows states to establish programs
encouraging the use of alternative fuels, including natural gas, methanol,
and ethanol. More than half of the states have some type of alternative-
fuel vehicles commission, legislation, or tax incentives. In 1995, there
are a total of 22 U.S. cities that have been classified as nonattainment
areas for acceptable air quality by the EPA. By model year 1998, 50% of
heavy-duty vehicles bought for fleets with 10 or more vehicles capable of
refueling in these smoggiest cities must be clean-fuel vehicles.
Under the Clean Air Act Amendments of 1990, the EPA issued regulations
that delineate clean fuel requirements and vehicle emissions standards. In
September 1994, the EPA published its final rule on certification for
propane and natural gas vehicles. With certain exceptions, the rule becomes
mandatory in model year 1997. In November 1995, the Company became the
first engine manufacturer to receive EPA certification of a heavy-duty
natural gas engine for Ultra Low-Emission Vehicles (ULEVs). This
certificate certifies that a certain vehicle type or engine meets
requirements of the most current applicable emissions regulations.
Natural gas is one of many alternative fuels that is addressed by
these laws and regulations. Others include methanol, ethanol, liquefied
petroleum gas, hydrogen, electricity, and reformulated gasoline. There can
be no assurance that natural gas will become a preferred alternative fuel
for vehicles or that existing and future laws or regulations or their
enforcement will create material long-term demand for NGVs.
Cooling and Cogeneration Systems
--------------------------------
The passage by Congress of the Public Utility Regulatory Policies Act
of 1978 (PURPA), the adoption of regulations thereunder by the Federal
Energy Regulatory Commission (FERC), and related state laws and regulations
provide incentives for the development of qualifying small-power production
and cogeneration systems such as those offered by the Company. PURPA and
FERC regulations promulgated thereunder address three issues of importance
to users that own or operate cogeneration systems, including those sold by
the Company. First, PURPA exempts qualifying users from most federal and
state regulations that pertain to electric utilities. Second, PURPA
requires electric utilities to allow qualifying cogenerators to connect
their cogeneration facilities to utilities' electric power systems. This
mandatory connection enables users to purchase utility-generated
9PAGE
electricity to start their cogeneration systems and assures users of a
back-up source of electricity during peak periods of use and when the
cogeneration systems are shut down for maintenance and repair. Third, PURPA
requires utilities to purchase electricity produced by qualifying
cogenerators at a price equivalent to utilities' avoided costs.
Like all electric power-generating and other fossil fuel-burning
systems, the Company's cooling and cogeneration products must comply with
federal, state, and local environmental laws and regulations. Regulation of
systems such as those sold by the Company is conducted primarily at the
state and local level, where standards can vary. In particular, applicable
environmental standards in California are stricter than comparable federal
guidelines. The Company believes that its existing Tecochill and other
Tecogen products comply with applicable federal and state environmental
standards, including those currently in effect in California, excluding the
Los Angeles region, though the Company cannot predict whether its products
will comply with all environmental standards promulgated in the future.
(ii) New Products
------------
In March 1995, the Company formed its ThermoLyte subsidiary to develop
and commercialize a line of propane-powered flashlights, emergency lights,
area lights, and other lighting products. ThermoLyte's lighting products
will be based on the Company's patented technology for a rigid mantle, the
"bulb" in gas lights. Because this mantle is more durable than the mantles
typically used in gas lighting, the Company will design these products to
be highly portable.
The Company is continuing the development of a propane-powered
flashlight that is designed to offer a potentially infinite shelf life,
substantially longer operating hours, constant brightness, and no battery
disposal. The Company intends to initially market these products to
specialty catalogs and retail stores, and to broaden its distribution lines
to include mass-market merchandisers when these products gain market
acceptance. The initial commercial launch of this flashlight is planned for
1996.
(iii) Raw Materials
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The Company purchases engine blocks for its marine and certain other
engines, as well as engines for its larger cooling and cogeneration
products, from a sole supplier. It does not have a firm contract with this
supplier. The Company generally maintains inventories of engine blocks
sufficient to meet its needs for a three-month period. However, the
inability of the Company to obtain either engines or engine blocks from
this supplier would have a material adverse effect upon the Company's
operations.
(iv) Patents, Licenses, and Trademarks
---------------------------------
The Company considers its patents and licenses to be important in the
present operation of its business. The Company, however, does not consider
any one of its patents or related group of patents to be of such importance
that its expiration, termination, or invalidity would materially affect the
Company's business.
The Company has research and development arrangements with the natural
gas industry and various governmental agencies, and is required to pay
10PAGE
royalties for any technologies developed or products commercialized under
several of these arrangements.
(v) Seasonal Influences
-------------------
Crusader's marine engine sales historically have been stronger in the
first quarter of each calendar year, when boat builders purchase engines
for boats to be sold for the upcoming boating season. Sales of marine
engines generally decline gradually during the last three quarters of the
calendar year, reaching their lowest levels in the fourth quarter. In
addition, the demand for NuTemp's equipment typically has been highest in
the summer period. There are no significant seasonal influences in the
Company's other lines of business.
(vi) Working Capital Requirements
----------------------------
There are no special inventory requirements or credit terms extended
to customers that would have a material adverse effect on the Company's
working capital.
(vii) Dependency on a Single Customer
-------------------------------
No single customer accounted for more than 10% of the Company's total
revenues in fiscal 1995, 1994, and 1993. In fiscal 1995, revenues from
Carver and Silverton accounted for 20% and 10%, respectively, of Engines
segment revenues. The loss of one or both of these customers would have a
material adverse effect on the Engines segment.
(viii) Backlog
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The backlog of firm orders for the Industrial Refrigeration Systems
segment was $17.4 million as of September 30, 1995, compared with $10.6
million as of October 1, 1994. The backlog of firm orders for the Engines
segment was $4.2 million as of September 30, 1995, compared with $0.8
million as of October 1, 1994. The backlog of firm orders for the Cooling
and Cogeneration Systems segment was $6.0 million as of September 30, 1995,
compared with $4.7 million as of October 1, 1994. The Company believes that
the majority of this backlog will be shipped during fiscal 1996. The
Company does not believe that the size of its backlog is necessarily
indicative of intermediate- or long-term trends in its business.
(ix) Government Contracts
--------------------
Not applicable.
(x) Competition
-----------
The Company experiences competition in most of its product lines.
Additional competition may arise if markets in which the Company is active
develop significantly. The Company is aware of several competitors for its
product lines, some of whom have financial, marketing, and other resources
greater than those of the Company.
Industrial Refrigeration Systems
The Company's sale of industrial refrigeration systems is subject to
intense competition. The industrial refrigeration market is mature, highly
fragmented, and extremely dependent on close customer contacts. Major
11PAGE
industrial refrigeration companies, of which FES is one, account for
approximately one-half of worldwide sales, with the balance generated by
many smaller companies. The Company believes that FES competes on the basis
of its advanced control systems and overall quality, reliability, service,
and to a lesser extent, price.
The worldwide market is characterized by strong local manufacturers.
The market leader worldwide as well as in North America is Frick Company
and its affiliates, subsidiaries of York International Corporation (York).
Though comprehensive surveys on the industrial refrigeration market do not
exist, the Company believes it accounts for approximately 20% of the North
American market, 5% of the European market, 8% of the Asia-Pacific market,
and 7% of the Latin American market.
The Company believes NuTemp is the world leader in remanufactured
refrigeration equipment. As part of its rental program, NuTemp offers an
option to buy, a service which is unique in the industry. NuTemp's largest
competitor is Aggreko, a subsidiary of Christian Salverson Company. Aggreko
is a major supplier of rental equipment for the industrial refrigeration
and commercial cooling markets. The Company believes that NuTemp competes
on the basis of price, delivery time, and customized equipment.
Engines
Once the NGV and alternative-fuel engine markets are fully developed,
the Company anticipates that competition will be intense, and potential
competitors in some or all segments of these markets may include major
automotive and natural gas companies and other companies that have greater
financial resources than those of the Company.
The Company believes it has the second largest share of the inboard
marine engine market for cruiser class boats in the United States, with
about 25% market share, behind the Mercury division of Brunswick
Corporation. Crusader has experienced intense competition in the marine
engine business in recent years, primarily from vertical integration of
boat and engine manufacturers that has led to the acquisition of former
customers of Crusader by competing engine manufacturers. The Company
believes that Crusader competes on the basis of quality, reliability, and
service.
Cooling and Cogeneration Systems
The Company's Tecochill products are subject to competition from
absorption air conditioning systems and electric motor-driven vapor
compressor systems. Other manufacturers of natural gas-fueled engine-driven
cooling systems have also entered the market. The Company believes it
competes with producers of conventional equipment on the basis of relative
operating costs at times of peak electrical demand, and with other
producers of natural gas-fueled cooling systems on the basis of quality,
reliability, service, operational savings, and track record.
In 1995, Enchill by MKW Power Systems, one of the Company's major
competitors, ceased operations in the gas-cooling market. Also in 1995,
York entered the gas-engine cooling market, in partnership with
Caterpillar, and is expected to be a major competitor in large-capacity
(+400 tons) cooling equipment. However, the Company's most competitive
range is in smaller-capacity equipment. The Company believes that York's
12PAGE
entry into this market may actually expand the total market by further
legitimizing the technology.
The Company's sale of cogeneration systems is subject to intense
competition, both direct and indirect. Direct competitors consist of
companies that sell cogeneration products resembling those sold by the
Company. In addition, electric utility pricing programs provide competition
for the Company's cogeneration products. Indirect competitors include
manufacturers of conventional water heaters, air conditioners, and electric
generator sets, since the economic benefits of the Company's cogeneration
and cooling systems depend on the cost of conventional energy systems. The
Company believes that it competes on the basis of several factors,
including product quality and reliability, operational savings, ease of
installation, service, and pricing.
The Company's sponsored research and development is also subject to
intense competition from many larger and smaller firms, universities, and
other private and public research facilities. The Company competes for
sponsored research and development contracts on the basis of several
factors, including technical expertise, market experience, and past
performance.
(xi) Research and Development
------------------------
The Company has conducted research and development on applications of
thermal energy for more than 30 years. The Company's research and
development capability and expertise in engine, instrumentation, control,
and heat-recovery technologies have enabled it to obtain support from
outside sponsors, develop new products, and support existing products.
Since 1980, the Company has spent approximately $92 million of internal and
external funds on research, development, and commercialization of its
natural gas engine, cooling, cogeneration, and other products. Since 1983,
approximately 52% of sponsored research and development has been for the
Company's natural gas engine-related products. The Company is currently
conducting sponsored research to expand the use of TecoDrive engines in
NGVs and industrial equipment and in its cooling and cogeneration systems
by upgrading power output and permitting greater flexibility to meet
varying loads.
The Company's sponsored programs have been supported principally by
the domestic natural gas industry and the federal government. Within the
natural gas industry, the Company's principal sponsors have been the GRI
and the Southern California Gas Company, which is the nation's largest gas
utility. The Company has also obtained research and development funding
from federal and state governments, industrial companies, and from the
Electric Power Research Institute. Sponsors of the Company's research and
development generally own the rights to technology that is developed under
these programs.
The Company conducts significant sponsored research and development in
areas that, while not directly related to its current product lines, can
take advantage of the Company's expertise in engine or thermal
technologies. Current projects involve research into general pollution-
abatement techniques utilizing the electrical breakdown of oxides of
nitrogen into their constituent elements, and industrial applications of
the Company's heat-recovery and heat-exchange techniques for air
conditioning and refrigeration equipment for users such as supermarkets.
13PAGE
Projects also include programs for the development of commercial cooling
appliances and a gas-fueled heating system fueled by coal slurry.
As part of the Company's research and development of combustion
technologies, the Company's ThermoLyte subsidiary is developing a family of
propane-powered flashlights, emergency lights, area lights, and other
lighting products, which will offer a longer shelf life and more operating
ours than battery-powered versions. ThermoLyte products will all be based
on the Company's patented technology for a rigid mantle, the "bulb" in gas
lights. By incorporating this durable mantle into its lights, the Company
can use propane as an energy source instead of batteries. Based on the same
rigid-mantle technology used in the Company's lighting products, the
Company will be developing and demonstrating Thermophotovoltaic (TPV)
systems under a contract from the National Aeronautics and Space
Administration (NASA) Lewis Research Center. TPV is a direct
energy-conversion technique to produce electric power by burning a fuel on
a selective emitting ceramic burner and radiating the light onto
photovoltaic cells. Potential applications for TPV are power generation for
recreational, commercial, and military uses, as well as power cells for
electronic devices.
Certain of the Company's research on TPV was performed pursuant to
contracts with the GRI. The GRI has retained the rights to all proprietary
information developed pursuant to these contracts and can license such
information to third parties, in certain circumstances on an exclusive
basis. In addition, if the use of the Company's proprietary technology is
required to use the information developed pursuant to these contracts, the
GRI can require the Company to license its technology to third parties at a
reasonable royalty rate. The development of TPV is in the very preliminary
stages, and the Company does not know if it is feasible to develop a
commercially viable TPV product. In addition, the Company is aware of other
companies performing research and development on TPV, one of which may have
patents covering such technology. No assurance can be given that the
Company will be able to develop a commercially viable TPV product or that
if developed such product would not infringe the patent rights of others.
In March 1991, the Company acquired engine testing equipment at an
engine test facility located in Marlborough, Massachusetts, to augment its
existing engine research capability. The laboratory is used primarily to
develop CNG engines for vehicle and stationary applications. This test
facility includes dynamometers for engine power and durability testing, as
well as systems for emissions measurement and high-speed data collection.
The Company has developed a system for converting a diesel engine to
operate solely on natural gas without major modifications to the engine.
This low-cost conversion system, which was developed on a 7.6-liter
Navistar engine, will allow fleet managers to convert their diesel engines
to operate solely on natural gas, without removing the engine from the
vehicle. The conversion kit is designed to bring diesel engines into
compliance with government regulations mandating the use of alternative
fuels in vehicles to reduce emissions. The engine conversion system is
being demonstrated on a school bus owned by the Company. A field
demonstration of the diesel conversion system will be conducted on vehicles
in California in 1996.
During fiscal 1995, 1994, and 1993, the Company spent $3,065,000,
$1,622,000, and $995,000, respectively, on internally funded research and
development, and $3,548,000, $4,197,000, and $5,310,000, respectively, on
research and development sponsored by others.
14PAGE
(xii) Environmental Protection Regulations
------------------------------------
The Company believes that compliance by the Company with federal,
state, and local environmental protection regulations will not have a
material adverse effect on its capital expenditures, earnings, or
competitive position.
(xiii) Number of Employees
-------------------
As of September 30, 1995, the Company employed approximately 500
people. Approximately 44 employees at the Company's Crusader division are
represented by a labor union under a three-year collective bargaining
agreement expiring on October 15, 1997. The Company has experienced no work
stoppages in the past, and considers its relations with employees to be
good.
(xiv) Marketing
---------
Industrial Refrigeration Systems
FES's products are distributed primarily through independent sales
representatives who are typically specialists in industrial refrigeration,
and they are also sold directly to end users. Approximately 75% of FES's
sales are in North America. Of the sales generated in North America, 70%
are made by independent sales representatives, 5% by FES sales employees,
and 25% through direct orders from existing customers. FES has 19
independent sales representatives serving 25 business regions throughout
the United States. All of the independent sales representatives are
engineers who have the ability to provide customers with quotes on entire
refrigeration plants. The representatives make sales contacts with
refrigeration contractors, end users, and consulting engineers. Sales of
FES's standard food and beverage packages are generally made to
refrigeration contractors, who are responsible for installation of the
total refrigeration plant at the facility of an end user. Sales of FES's
custom systems are generally made directly to end users.
Approximately 25% of FES's fiscal 1995 sales were to export customers.
FES uses a combination of Carrier Corporation representatives with
demonstrated industrial refrigeration expertise and several independent
representatives located in various countries, including Thailand, Taiwan,
the People's Republic of China, and Russia.
NuTemp markets its products through direct marketing techniques,
including direct mailing, and sends representatives to numerous trade shows
each year. NuTemp is also marketing its products through FES sales
employees and independent sales representatives. NuTemp's sales are solely
in the United States.
Engines
The Company markets its TecoDrive natural gas engines principally
through a series of nonexclusive OEM and distributor arrangements. Blue
Bird currently offers TecoDrive engines as a production option in school
buses. The Company also sells its TecoDrive engines to a manufacturer in
Italy for stationary applications in Europe and is actively pursuing the
distribution of TecoDrive engines in Canada. The Company has a sales
representative who markets the Company's engines through an expanded
network of distributors. By working through a distributor with
15PAGE
comprehensive overhaul, repair, spare parts, field service, and training
capabilities, the Company's engine customers in the United States and
Canada can receive aftermarket support.
The Company has marketed TecoDrive engines for irrigation applications
through a variety of channels. The engines have been exhibited at a number
of agriculture industry trade shows, and they have been featured in
advertisements in agricultural trade journals. The Company has organized a
network of dealers in Arizona, California, Nebraska, Kansas, Oklahoma, and
Ontario, Canada, which is independent of the distribution network discussed
above, specifically for the distribution of TecoDrive engines for
irrigation applications. Southwest Gas Company in Arizona is also
supporting the Company's marketing effort for irrigation engines by
offering cash rebates to farmers purchasing TecoDrive engines to replace
electric motors in pumping service.
Cooling and Cogeneration Systems
The Company markets its Tecochill cooling units primarily through a
network of distributors located throughout the United States. The Company
has established its own network of sales representatives, and the Company's
marketing effort in the United States is also supported by a consortium of
gas and combined gas-electric utilities. The Company markets its
cogeneration units in the United States through its own sales force, and in
certain areas, through a team of distributors. The Company has commenced
some sales of its smaller cogeneration products outside the United States.
(d) Financial Information about Exports by Domestic Operations.
----------------------------------------------------------
Financial information about exports by domestic operations is
summarized in Note 11 to Consolidated Financial Statements in the
Registrant's Fiscal 1995 Annual Report to Shareholders and is incorporated
herein by reference.
(e) Executive Officers of the Registrant.
------------------------------------
Present Title (Year First Became Executive
Name Age Officer)
--------------------- --- --------------------------------------------
Marshall J. Armstrong 60 Chief Executive Officer (1991)
J. Timothy Corcoran 49 President (1992)
Chester G. Janssens 63 Vice President (1992)
Ravinder K. Sakhuja 51 Vice President (1985)
John N. Hatsopoulos * 61 Vice President and Chief Financial
Officer (1988)
Paul F. Kelleher 53 Chief Accounting Officer (1985)
* John N. Hatsopoulos and George N. Hatsopoulos, a director of the Company,
are brothers.
Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until earlier
resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have held
these positions for at least five years either with the Company or with its
parent company, Thermo Electron. Mr. Armstrong has been Chief Executive
Officer of the Company since April 1991. He has been a Vice President of
Thermo Electron since November 1986. Mr. Corcoran has been President of the
Company since April 1995. From November 1992 to April 1995, Mr. Corcoran
16PAGE
was a Vice President of the Company, and has been President of FES since
June 1990. Mr. Janssens has been a Vice President of the Company since 1992
and President of Crusader since 1974. Dr. Sakhuja has been a Vice President
of the Company since 1992, and President of the Company's Tecogen
operations for more than 5 years. From 1985 to 1992 he was President of the
Company and also Chief Executive Officer from 1985 to 1991. Each of the
above-named officers is a full-time employee of the Company except for
Messrs. Armstrong, Hatsopoulos, and Kelleher, who are full-time employees
of Thermo Electron, but devote such time to the affairs of the Company as
the Company's needs reasonably require from time to time.
Item 2. Properties
----------
The location and general character of the Company's principal
properties by industry segment as of September 30, 1995, are as follows:
Industrial Refrigeration Systems
The Company owns approximately 136,000 square feet of office and
manufacturing space in York, Pennsylvania, subject to a mortgage on the
property, and approximately 15,000 square feet of manufacturing space in
Humble, Texas. The Company also occupies approximately 164,000 square feet
of office and manufacturing space in Chicago, Illinois, under a lease
expiring in 1997.
Engines
The Company occupies approximately 104,000 square feet of
manufacturing, engineering, and office space in Sterling Heights, Michigan,
under leases expiring in 2000 and 2004.
Cooling and Cogeneration Systems
The Company occupies approximately 40,000 square feet of office and
laboratory space in Waltham, Massachusetts, under an agreement providing
for the sublease of the facility from Thermo Electron expiring in 1997. In
addition, the Company leases approximately 14,000 square feet of engine
testing and office space in Marlborough, Massachusetts, under a lease
agreement with an unrelated party expiring in 1997. The term of the lease
may be extended at the option of the Company for a successive three-year
period.
In addition, the Company leases approximately 300 square feet of
office space in Thermo Electron's corporate headquarters in Waltham,
Massachusetts. The Company believes that its facilities are in good
condition and are suitable and adequate for its present operations.
Item 3. Legal Proceedings
-----------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
17PAGE
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
-------------------------------------------------------------
Matters
-------
Information concerning the market and market price for the
Registrant's Common Stock, $.10 par value, and dividend policy is included
under the sections labeled "Common Stock Market Information" and "Dividend
Policy" in the Registrant's Fiscal 1995 Annual Report to Shareholders and
is incorporated herein by reference.
Item 6. Selected Financial Data
-----------------------
The information required under this item is included under the
sections labeled "Selected Financial Information" and "Dividend Policy" in
the Registrant's Fiscal 1995 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's Fiscal 1995 Annual Report to Shareholders
and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The Registrant's Consolidated Financial Statements as of September 30,
1995, and Supplementary Data are included in the Registrant's Fiscal 1995
Annual Report to Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
18PAGE
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the
caption "Election of Directors" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A, not later than 120 days after the close of the fiscal
year. The information concerning delinquent filers pursuant to Item 405 of
Regulation S-K is incorporated herein by reference from the material
contained under the heading "Disclosure of Certain Late Filings" under the
caption "Stock Ownership" in the Registrant's definitive proxy statement to
be filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
----------------------
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive
Compensation" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership"
in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
19PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a), (d) Financial Statements and Schedules.
----------------------------------
(1) The consolidated financial statements set forth in the list
below are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in
the list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference
are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
-------------------------------------------------------------
Item 14.
-------
Information incorporated by reference from Exhibit 13 filed
herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Certain Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or in the notes thereto.
(b) Reports on Form 8-K.
-------------------
During the fiscal quarter ended September 30, 1995, the
Registrant was not required to file, and did not file, any
Current Report on Form 8-K.
(c) Exhibits.
--------
See Exhibit Index on the page immediately preceding exhibits.
20PAGE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed by the undersigned, thereunto duly authorized.
Date: December 5, 1995 THERMO POWER CORPORATION
By: Marshall J. Armstrong
----------------------------
Marshall J. Armstrong
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of December 5, 1995.
Signature Title
--------- -----
By:Marshall J. Armstrong Chairman of the Board, Chief Executive
---------------------------
Marshall J. Armstrong Officer and Director
By:John N. Hatsopoulos Vice President, Chief Financial Officer
---------------------------
John N. Hatsopoulos and Director
By:Paul F. Kelleher Chief Accounting Officer
---------------------------
Paul F. Kelleher
By:Peter O. Crisp Director
---------------------------
Peter O. Crisp
By:George N. Hatsopoulos Director
---------------------------
George N. Hatsopoulos
By:Robert C. Howard Director
---------------------------
Robert C. Howard
By:Donald E. Noble Director
---------------------------
Donald E. Noble
By: Director
---------------------------
Paul E. Tsongas
21PAGE
Report of Independent Public Accountants
----------------------------------------
To the Shareholders and Board of Directors of Thermo Power Corporation:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo Power
Corporation's Annual Report to Shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated November 3, 1995.
Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14 on page 20 is
the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in the
audits of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
November 3, 1995
22PAGE
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Charges to/
(Reductions
in) Bad Ac-
Balance at Costs Debts counts Balance
Beginning and Re- Written at End
Description of Year Expenses covered Off Other(a) of Year
--------------------------------------------------------------------------
Year Ended
September 30, 1995
Allowance for
Doubtful
Accounts $ 590 $ 3 $ 16 $ (79) $ - $ 530
Year Ended
October 1, 1994
Allowance for
Doubtful
Accounts $ 561 $ (2) $ 83 $ (102) $ 50 $ 590
Year Ended
October 2, 1993
Allowance for
Doubtful
Accounts $1,079 $ (149) $ 9 $ (545) $ 167 $ 561
(a) Allowance of business acquired during the year as described in Note 3
to Consolidated Financial Statements in the Registrant's Fiscal 1995
Annual Report to Shareholders.
23PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- -------------------------------------------------------- ----
3.1 Articles of Organization of the Registrant, as amended
(filed as Exhibit 3(a) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended April 3, 1993
[File No. 1-10573] and incorporated herein by
reference).
3.2 By-laws of the Registrant, as amended (filed as Exhibit
3(b) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended October 2, 1993 [File No. 1-10573]
and incorporated herein by reference).
4.1 Specimen Common Stock Certificate (filed as Exhibit 4(b)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended October 2, 1993 [File No. 1-10573] and
incorporated herein by reference).
10.1 Stock Purchase Agreement among the Registrant, NuTemp,
Inc. and Michael S. Lazar, dated May 13, 1994 (filed as
Exhibit 2.1 to the Registrant's Current Report on Form
8-K relating to events occurring on May 13, 1994 [File
No. 1-10573] and incorporated herein by reference).
10.2 Amended and Restated Corporate Services Agreement
between the Registrant and Thermo Electron, dated as of
January 3, 1993 (filed as Exhibit 10(b) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 26, 1992 [File No. 1-10573] and
incorporated herein by reference).
10.3 First Amendment to Lease dated September 30, 1994,
between the Registrant and Thermo Electron Corporation
(filed as Exhibit 10.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended October 1, 1994
[File No. 1-10573] and incorporated herein by
reference).
10.4 Form of Indemnification Agreement between the Registrant
and its directors and officers (filed as Exhibit 10(e)
to the Registrant's Registration Statement on Form S-1
[Reg. No. 33-14017] and incorporated herein by
reference).
10.5 Tax Allocation Agreement dated September 25, 1985,
between the Registrant and Thermo Electron (filed as
Exhibit 10(f) to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 3, 1987 [File No.
0-15920] and incorporated herein by reference).
10.6 Thermo Electron Corporate Charter, as amended and
restated effective January 3, 1993 (filed as Exhibit
10(n) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 26, 1992 [File No.
1-10573] and incorporated herein by reference).
24PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.7 Master Repurchase Agreement dated January 1, 1994
between the Registrant and Thermo Electron Corporation
(filed as Exhibit 10.6 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended October 1, 1994
[File No. 1-10573] and incorporated herein by
reference).
10.8 Master Reimbursement Agreement dated as of January 2,
1994 between the Registrant and Thermo Electron
Corporation (filed as Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
October 1, 1994 [File No. 1-10573] and incorporated
herein by reference).
10.9 Lease, dated as of January 20, 1988, between Thermo
Electron and Michael I. Gilson, Trustee (subsequently
assigned to the Registrant) (filed as Exhibit 10(q) to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 26, 1992 [File No. 1-10573]
and incorporated herein by reference).
10.10 Agreement, dated October 15, 1991, between Thermo
Electron and International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America
Local 203 (subsequently assigned to the Registrant)
(filed as Exhibit 10(r) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended September
26, 1992 [File No. 1-10573] and incorporated herein by
reference).
10.11 Form of Redemption Rights of ThermoLyte Corporation and
related Guarantee of Thermo Electron Corporation.
10.12 Guarantee Agreement between ThermoLyte Corporation and
Thermo Electron Corporation.
10.13 Incentive Stock Option Plan of the Registrant, as
amended (filed as Exhibit 10(h) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 3, 1993 [File No. 1-10573] and incorporated herein
by reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's
Nonqualified Stock Option Plan is 950,000 shares, after
adjustment to reflect share increases approved in 1990,
1992 and 1993).
10.14 Nonqualified Stock Option Plan of the Registrant, as
amended (filed as Exhibit 10(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 3, 1993 [File No. 1-10573] and incorporated herein
by reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's Incentive
Stock Option Plan is 950,000 shares, after adjustment to
reflect share increases approved in 1990, 1992 and
1993).
25PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.15 Equity Incentive Plan of the Registrant (filed as
Attachment A to the Proxy Statement dated February 18,
1994 of the Registrant [File No. 1-10573] and
incorporated herein by reference).
10.16 Deferred Compensation Plan for Directors of the
Registrant (filed as Exhibit 10(k) to the Registrant's
Registration Statement on Form S-1 [Reg. No. 33-14017]
and incorporated herein by reference).
10.17 Directors' Stock Option Plan of the Registrant, as
amended (filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 1, 1995 [File No. 1-10573] and incorporated herein
by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may
be granted awards under stock-based compensation plans
of the Registrant's parent, Thermo Electron Corporation,
and its subsidiaries, for services rendered to the
Registrant or to such affiliated corporations. Such
plans are listed under Exhibits 10.18 - 10.71.
10.18 Thermo Electron Corporation Incentive Stock Option Plan
(filed as Exhibit 4(d) to Thermo Electron's Registration
Statement on Form S-8 [Reg. No. 33-8993] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
Thermo Electron Nonqualified Stock Option Plan is
9,035,156 shares, after adjustment to reflect share
increases approved in 1984 and 1986, share decrease
approved in 1989, and 3-for-2 stock splits effected in
October 1986, October 1993 and May 1995).
10.19 Thermo Electron Corporation Nonqualified Stock Option
Plan (filed as Exhibit 4(e) to Thermo Electron's
Registration Statement on Form S-8 [Reg. No. 33-8993]
and incorporated herein by reference). (Plan amended in
1984 to extend expiration date to December 14, 1994;
maximum number of shares issuable in the aggregate under
this plan and the Thermo Electron Incentive Stock Option
Plan is 9,035,156 shares, after adjustment to reflect
share increases approved in 1984 and 1986, share
decrease approved in 1989, and 3-for-2 stock splits
effected in October 1986, October 1993 and May 1995).
26PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.20 Thermo Electron Corporation Equity Incentive Plan (filed
as Exhibit 10.1 to Thermo Electron's Quarterly Report on
Form 10-Q for the quarter ended July 2, 1994 [File No.
1-8002] and incorporated herein by reference). (Plan
amended in 1989 to restrict exercise price for SEC
reporting persons to not less than 50% of fair market
value or par value; maximum number of shares issuable is
7,050,000 shares, after adjustment to reflect 3-for-2
stock splits effected in October 1993 and May 1995 and
share increase approved in 1994).
10.21 Thermo Electron Corporation - Thermedics Inc.
Nonqualified Stock Option Plan (filed as Exhibit 4 to a
Registration Statement on Form S-8 of Thermedics [Reg.
No. 2-93747] and incorporated herein by reference).
(Maximum number of shares issuable is 450,000 shares,
after adjustment to reflect share increase approved in
1988, 5-for-4 stock split effected in January 1985,
4-for-3 stock split effected in September 1985 and
3-for-2 stock splits effected in October 1986 and
November 1993).
10.22 Thermo Electron Corporation - Thermo Instrument Systems
Inc. (formerly Thermo Environmental Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 4(c) to
a Registration Statement on Form S-8 of Thermo
Instrument [Reg. No. 33-8034] and incorporated herein by
reference). (Maximum number of shares issuable is
337,500 shares, after adjustment to reflect 3-for-2
stock splits effected in July 1993 and April 1995).
10.23 Thermo Electron Corporation - Thermo Instrument Systems
Inc. Nonqualified Stock Option Plan (filed as Exhibit
10.12 to Thermo Electron's Annual Report on Form 10-K
for the fiscal year ended January 3, 1987 [File No.
1-8002] and incorporated herein by reference). (Maximum
number of shares issuable is 480,228 shares, after
adjustment to reflect share increase approved in 1988
and 3-for-2 stock splits effected in January 1988, July
1993 and April 1995).
10.24 Thermo Electron Corporation - Thermo Process Systems
Inc. Nonqualified Stock Option Plan (filed as Exhibit
10.13 to Thermo Electron's Annual Report on Form 10-K
for the fiscal year ended January 3, 1987 [File No.
1-8002] and incorporated herein by reference). (Maximum
number of shares issuable is 108,000 shares, after
adjustment to reflect 6-for-5 stock splits effected in
July 1988 and March 1989 and 3-for-2 stock split
effected in September 1989).
27PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.25 Thermo Electron Corporation - Thermo Power Corporation
(formerly Tecogen Inc.) Nonqualified Stock Option Plan
(filed as Exhibit 10.14 to Thermo Electron's Annual
Report on Form 10-K for the fiscal year ended January 3,
1987 [File No. 1-8002] and incorporated herein by
reference). (Amended in September 1995 to extend the
plan expiration date to December 31, 2005).
10.26 Thermo Electron Corporation - Thermo Cardiosystems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.11
to Thermo Electron's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 130,500 shares, after adjustment
to reflect share increases approved in 1990 and 1992,
3-for-2 stock split effected in January 1990, 5-for-4
stock split effected in May 1990 and 2-for-1 stock split
effected in November 1993).
10.27 Thermo Electron Corporation - Thermo Ecotek Corporation
(formerly Thermo Energy Systems Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 10.12
to Thermo Electron's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference).
10.28 Thermo Electron Corporation - ThermoTrex Corporation
(formerly Thermo Electron Technologies Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 10.13
to Thermo Electron's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 180,000 shares, after adjustment
to reflect 3-for-2 stock split effected in October
1993).
10.29 Thermo Electron Corporation - Thermo Fibertek Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.14
to Thermo Electron's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 600,000 shares, after adjustment
to reflect 2-for-1 stock split effected in September
1992 and 3-for-2 stock split effected in September
1995).
10.30 Thermo Electron Corporation - Thermo Voltek Corp.
(formerly Universal Voltronics Corp.) Nonqualified Stock
Option Plan (filed as Exhibit 10.17 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-8002] and incorporated
herein by reference). (Maximum number of shares issuable
is 57,500 shares, after adjustment to reflect 3-for-2
stock split effected in November 1993 and share increase
approved in September 1995).
28PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.31 Thermo Electron Corporation - Thermo BioAnalysis
Corporation Nonqualified Stock Option Plan.
10.32 Thermo Electron Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan.
10.33 Thermo Electron Corporation - Thermo Remediation Inc.
Nonqualified Stock Option Plan.
10.34 Thermo Electron Corporation - ThermoSpectra Corporation
Nonqualified Stock Option Plan.
10.35 Thermo Electron Corporation - ThermoLase Corporation
Nonqualified Stock Option Plan.
10.36 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Incentive Stock Option Plan (filed
as Exhibit 10.18 to Thermo Electron's Annual Report on
Form 10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by reference).
(Maximum number of shares issuable in the aggregate
under this plan and the Thermo Ecotek Nonqualified Stock
Option Plan is 900,000 shares, after adjustment to
reflect share increase approved in December 1993).
10.37 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 10.19 to Thermo Electron's Annual
Report on Form 10-K for the fiscal year ended January 2,
1993 [File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermo Ecotek
Incentive Stock Option Plan is 900,000 shares, after
adjustment to reflect share increase approved in
December 1993).
10.38 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Equity Incentive Plan (filed as
Exhibit 10.46 to Thermo Process' Annual Report on Form
10-K for the fiscal year ended April 2, 1994 [File No.
1-9549] and incorporated herein by reference).
10.39 Thermedics Inc. Incentive Stock Option Plan (filed as
Exhibit 10(d) to Thermedics' Registration Statement on
Form S-1 [Reg. No. 33-84380] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermedics
Nonqualified Stock Option Plan is 1,931,923 shares,
after adjustment to reflect share increases approved in
1986 and 1992, 5-for-4 stock split effected in January
1985, 4-for-3 stock split effected in September 1985 and
3-for-2 stock splits effected in October 1986 and
November 1993).
29PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.40 Thermedics Inc. Nonqualified Stock Option Plan (filed as
Exhibit 10(e) to Thermedics' Registration Statement on
Form S-1 [Reg. No. 33-84380] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermedics Incentive
Stock Option Plan is 1,931,923 shares, after adjustment
to reflect share increases approved in 1986 and 1992,
5-for-4 stock split effected in January 1985, 4-for-3
stock split effected in September 1985 and 3-for-2 stock
splits effected in October 1986 and November 1993).
10.41 Thermedics Inc. Equity Incentive Plan (filed as Appendix
A to the Proxy Statement dated May 10, 1993 of
Thermedics [File No. 1-9567] and incorporated herein by
reference). (Maximum number of shares issuable is
1,500,000, after adjustment to reflect 3-for-2 stock
split effected in November 1993).
10.42 Thermedics Inc. - Thermedics Detection Inc. Nonqualified
Option Plan (filed as Exhibit 10.20 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-8002] and incorporated
herein by reference).
10.43 Thermo Cardiosystems Inc. Incentive Stock Option Plan
(filed as Exhibit 10(f) to Thermo Cardiosystems'
Registration Statement on Form S-1 [Reg. No. 33-25144]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Cardiosystems Nonqualified Stock Option Plan
is 1,143,750 shares, after adjustment to reflect share
increase approved in 1992, 3-for-2 stock split effected
in January 1990, 5-for-4 stock split effected in May
1990 and 2-for-1 stock split effected in November 1993).
10.44 Thermo Cardiosystems Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10(g) to Thermo Cardiosystems'
Registration Statement on Form S-1 [Reg. No. 33-25144]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Cardiosystems Incentive Stock Option Plan is
1,143,750 shares, after adjustment to reflect share
increase approved in 1992, 3-for-2 stock split effected
in January 1990, 5-for-4 stock split effected in May
1990 and 2-for-1 stock split effected in November 1993).
10.45 Thermo Cardiosystems Inc. Equity Incentive Plan (filed
as Attachment A to the Proxy Statement dated May 5, 1994
of Thermo Cardiosystems [File No. 1-10114] and
incorporated herein by reference).
30PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.46 Thermo Voltek Corp. (formerly Universal Voltronics
Corp.) 1985 Stock Option Plan (filed as Exhibit 10.14 to
Thermo Voltek's Annual Report on Form 10-K for the
fiscal year ended June 30, 1985 [File No. 0-8245] and
incorporated herein by reference). (Maximum number of
shares issuable is 200,000 shares, after adjustment to
reflect 1-for-3 reverse stock split effected in November
1992 and 3-for-2 stock split effected in November 1993).
10.47 Thermo Voltek Corp. (formerly Universal Voltronics
Corp.) 1990 Stock Option Plan (filed as Exhibit 10.2 to
Thermo Voltek's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 [File No. 1-10574] and
incorporated herein by reference). (Maximum number of
shares issuable is 400,000 shares, after adjustment to
reflect share increases in 1993 and 1994, 1-for-3
reverse stock split effected in November 1992 and
3-for-2 stock split effected in November 1993).
10.48 Thermo Voltek Corp. Equity Incentive Plan (filed as
Exhibit 10.49 to Thermo Instrument's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
[File No. 1-9786] and incorporated herein by reference).
10.49 Thermo Instrument Systems Inc. Incentive Stock Option
Plan (filed as Exhibit 10(c) to Thermo Instrument's
Registration Statement on Form S-1 [Reg. No. 33-6762]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Instrument Nonqualified Stock Option Plan is
2,250,000 shares, after adjustment to reflect share
increase approved in 1990 and 3-for-2 stock splits
effected in January 1988, July 1993 and April 1995).
10.50 Thermo Instrument Systems Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(d) to Thermo Instrument's
Registration Statement on Form S-1 [Reg. No. 33-6762]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Instrument Incentive Stock Option Plan is
2,250,000 shares, after adjustment to reflect share
increase approved in 1990 and 3-for-2 stock splits
effected in January 1988, July 1993 and April 1995).
10.51 Thermo Instrument Systems Inc. Equity Incentive Plan
(filed as Appendix A to the Proxy Statement dated April
27, 1993 of Thermo Instrument [File No. 1-9786] and
incorporated herein by reference). (Maximum number of
shares issuable is 3,225,000 shares, after adjustment to
reflect share increase approved in December 1993 and
3-for-2 stock splits effected in July 1993 and April
1995).
31PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.52 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Incentive Stock Option Plan
(filed as Exhibit 10(d) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
Thermo Instrument (formerly Thermo Environmental)
Nonqualified Stock Option Plan is 928,125 shares, after
adjustment to reflect share increase approved in 1987
and 3-for-2 stock splits effected in July 1993 and April
1995).
10.53 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Nonqualified Stock Option
Plan (filed as Exhibit 10(e) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
Thermo Instrument (formerly Thermo Environmental)
Incentive Stock Option Plan is 928,125 shares, after
adjustment to reflect share increase approved in 1987
and 3-for-2 stock splits effected in July 1993 and April
1995).
10.54 Thermo Instrument Systems Inc. - ThermoSpectra
Corporation Nonqualified Stock Option Plan (filed as
Exhibit 10.45 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 1, 1994 [File No.
1-10573] and incorporated herein by reference).
10.55 ThermoSpectra Corporation Equity Incentive Plan (filed
as Exhibit 10.59 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 1, 1994
[File No. 1-10573] and incorporated herein by
reference).
10.56 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Incentive Stock Option Plan
(filed as Exhibit 10(h) to ThermoTrex's Registration
Statement on Form S-1 [Reg. No. 33-40972] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
ThermoTrex Nonqualified Stock Option Plan is 1,945,000
shares, after adjustment to reflect share increases
approved in 1992 and 1993 and 3-for-2 stock split
effected in October 1993).
32PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.57 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 10(i) to ThermoTrex's Registration
Statement on Form S-1 [Reg. No. 33-40972] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
ThermoTrex Incentive Stock Option Plan is 1,945,000
shares, after adjustment to reflect share increases
approved in 1992 and 1993 and 3-for-2 stock split
effected in October 1993).
10.58 ThermoTrex Corporation - ThermoLase Corporation
(formerly ThermoLase Inc.) Nonqualified Stock Option
Plan (filed as Exhibit 10.53 to Thermedics' Annual
Report on Form 10-K for the fiscal year ended January 1,
1994 [File No. 1-9567] and incorporated herein by
reference).
10.59 ThermoLase Corporation (formerly ThermoLase Inc.)
Incentive Stock Option Plan (filed as Exhibit 10.55 to
Thermedics' Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
ThermoLase Nonqualified Stock Option Plan is 2,800,000
shares, after adjustment to reflect share increase
approved in 1993 and 2-for-1 stock splits effected in
March 1994 and June 1995).
10.60 ThermoLase Corporation (formerly ThermoLase Inc.)
Nonqualified Stock Option Plan (filed as Exhibit 10.54
to Thermedics' Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
ThermoLase Incentive Stock Option Plan is 2,800,000
shares, after adjustment to reflect increase approved in
1993 and 2-for-1 stock splits effected in March 1994 and
June 1995).
10.61 ThermoLase Corporation Equity Incentive Plan (filed as
Exhibit 10.81 to Thermo Process' Annual Report on Form
10-K for the fiscal year ended July 1, 1995 [File No.
1-9549] and incorporated herein by reference).
10.62 Thermo Fibertek Inc. Incentive Stock Option Plan (filed
as Exhibit 10(k) to Thermo Fibertek's Registration
Statement on Form S-1 [Reg. No. 33-51172] and
incorporated herein by reference).
10.63 Thermo Fibertek Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10(l) to Thermo Fibertek's
Registration Statement on Form S-1 [Reg. No. 33-51172]
and incorporated herein by reference).
33PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
10.64 Thermo Fibertek Inc. Equity Incentive Plan (filed as
Attachment A to the Proxy Statement dated May 3, 1994 of
Thermo Fibertek [File No. 1-11406] and incorporated
herein by reference).
10.65 Thermo Process Systems Inc. Incentive Stock Option Plan
(filed as Exhibit 10(h) to Thermo Process' Registration
Statement on Form S-1 [Reg. No. 33-6763] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
Thermo Process Nonqualified Stock Option Plan is
1,850,000 shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992, 6-for-5 stock
splits effected in July 1988 and March 1989 and 3-for-2
stock split effected in September 1989).
10.66 Thermo Process Systems Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(i) to Thermo Process'
Registration Statement on Form S-1 [Reg. No. 33-6763]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Process Incentive Stock Option Plan is
1,850,000 shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992, 6-for-5 stock
splits effected in July 1988 and March 1989 and 3-for-2
stock split effected in September 1989).
10.67 Thermo Process Systems Inc. Equity Incentive Plan (filed
as Exhibit 10.63 to Thermedics' Annual Report on Form
10-K for the fiscal year ended January 1, 1994 [File No.
1-9567] and incorporated herein by reference). (Maximum
number of shares issuable is 1,750,000 shares, after
adjustment to reflect share increase approved in 1994).
10.68 Thermo Process Systems Inc. - Thermo Remediation Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10(l)
to Thermo Process' Quarterly Report on Form 10-Q for the
fiscal quarter ended January 1, 1994 [File No. 1-9549]
and incorporated herein by reference).
10.69 Thermo Remediation Inc. Equity Incentive Plan (filed as
Exhibit 10.7 to Thermo Remediation's Registration
Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
10.70 Thermedics Detection Inc. Equity Incentive Plan (filed
as Exhibit 10.69 to Thermo Instrument's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
[File No. 1-9786] and incorporated herein by reference).
10.71 ThermoLyte Corporation Equity Incentive Plan.
34PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------- ---------------------------------------------------- ----
13 Annual Report to Shareholders for the fiscal year ended
September 30, 1995 (only those portions incorporated
herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
35PAGE