SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-24001
Packard BioScience Company
(Exact name of registrant as specified in its charter)
Delaware 06-0676652
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Research Parkway, Meriden, Connecticut 06450
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-238-2351
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 and 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 [ ] NO [X]
Shares Outstanding at June 30, 1997
9,007,264
PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1997 and December
31, 1996
Condensed Consolidated Statements of Income (Loss) for the Three and
Six Months Ended June 30, 1997 and 1996
Condensed Consolidated Statements of Cash Flow for the Six Months
Ended June 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
PART I. FINANCIAL INFORMATION
PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1997 and DECEMBER 31, 1996
(Dollars in Thousands)
June 30, December 31,
1997 1996
ASSETS (Unaudited)
CURRENT ASSETS :
Cash and cash equivalents $ 23,468 $ 37,826
Accounts receivable, net 32,246 40,860
Inventories 24,533 21,798
Other current assets 6,506 6,432
Total current assets 86,753 106,916
PROPERTY, PLANT AND EQUIPMENT, at cost 32,503 31,185
Less - Accumulated depreciation (15,469) (13,598)
17,034 17,587
OTHER ASSETS :
Deferred financing costs, net 10,664 0
Deferred income taxes 7,207 1,238
Investments 5,404 1,818
Goodwill, net 4,789 147
Other 10,917 10,219
38,981 13,422
TOTAL ASSETS $142,768 $137,925
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES :
Notes payable $ 2,045 $ 3,524
Current portion of long-term obligations 1,985 829
Accounts payable 8,972 11,118
Accrued liabilities 18,474 15,943
Other current liabilities 17,089 16,286
Total current liabilities 48,565 47,700
LONG-TERM OBLIGATONS, net of current portion:
Notes and other long-term obligations 5,700 6,912
Term loan facility 39,600 0
Senior subordinated notes 150,000 0
Total long-term obligations, net 195,300 6,912
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN EQUITY OF SUBSIDIARY 0 2,720
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock 137 129
Paid-in capital 0 1,320
Cumulative translation adjustment 823 2,402
Retained earnings 364 89,088
Unrealized investment gains, net 2,151 0
3,475 92,939
Less: Treasury stock, at cost 103,435 11,128
Deferred compensation 1,137 1,218
Total stockholders' equity
(deficiency) (101,097) 80,593
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $142,768 $ 137,925
======== =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
(Dollars in Thousands, except per share amounts)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
1997 1996 1997 1996
NET SALES $ 45,142 $ 44,931 $ 87,702 $ 91,033
COST OF SALES 21,383 21,711 40,869 41,977
GROSS PROFIT 23,759 23,220 46,833 49,056
RESEARCH AND
DEVELOPMENT EXPENSES 5,322 3,686 10,373 8,211
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 11,568 12,072 22,742 23,481
RECAPITALIZATION CHARGES 0 170 17,979 170
OPERATING PROFIT (LOSS) 6,869 7,292 (4,261) 17,194
INTEREST EXPENSE ( 4,812) (38) (6,422) (66)
INTEREST INCOME 187 349 505 566
INCOME (LOSS) BEFORE INCOME
TAXES AND MINORITY INTEREST 2,244 7,603 (10,178) 17,694
PROVISION FOR (BENEFIT FROM)
INCOME TAXES 927 1,387 ( 2,207) 5,634
MINORITY INTEREST IN INCOME
OF SUBSIDIARY 0 368 218 1,024
NET INCOME (LOSS) $ 1,317 $ 5,848 $ (8,189) $ 11,036
========== ========= ========== ========
Weighted average common shares
outstanding including common
share equivalents (in thousands) 8,968 24,606 15,912 24,719
Earnings (loss) per share $ .15 $ .24 $ (.51) $ .45
The accompanying notes are an integral part of these condensed consolidated
financial statements.
PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
(Dollars in Thousands)
For the Six Months Ended
June 30,
1997 1996
CASH FLOWS FROM (USED FOR) OPERATING
ACTIVITIES:
Net income (loss) $ (8,189) $ 11,036
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization of intangibles 3,039 2,348
Amortization of deferred financing costs 515 0
Other non-cash charges, net 3,733 1,201
Changes in operating assets and liabilities 3,058 2,947
Net cash provided by operating activities: 2,156 17,532
CASH FLOWS FROM (USED FOR) INVESTING
ACTIVITIES:
Purchase of minority interest in subsidiary (7,551) 0
Capital expenditures (1,674) (1,377)
Investments 0 (2,013)
Product lines, patent rights and licenses acquired (1,256) (1,846)
Net cash used for investing activities (10,481) (5,236)
CASH FLOWS FROM (USED FOR) FINANCING
ACTIVITIES:
Borrowings under long-term obligations 194,710 1,135
Repayments of long-term obligations (4,272) ( 624)
Purchase of treasury stock (208,847) (4,097)
Sale of treasury stock 21,050 0
Proceeds from exercise of stock options 8,330 129
Recapitalization costs deferred or charged to equity (15,295) 0
Dividend paid 0 (4,972)
Net cash used for financing activities ( 4,324) (8,429)
EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 1,709) (1,117)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ( 14,358) 2,750
CASH AND CASH EQUIVALENTS, beginning of period 37,826 22,515
CASH AND CASH EQUIVALENTS, end of period $ 23,468 $ 25,265
======== =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
PACKARD BIOSCIENCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 1997 AND 1996
The condensed consolidated financial statements and related notes included
herein have been prepared by Packard BioScience Company (the Company) without
audit, except for the December 31, 1996 condensed consolidated balance sheet
which was derived from the Company's registration statement on Form S-4, filed
with the Securities and Exchange Commission on June 5, 1997 (the Registration
Statement), under the Securities Act of 1933. The Registration Statement was
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and contains audited consolidated financial statements of the
Company for the years ending December 31, 1994, 1995 and 1996. The Company
suggests that the condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and related notes to the
consolidated financial statements contained in the Registration Statement.
Certain information and footnote disclosures which normally accompany financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from the accompanying condensed consolidated financial
statements, as permitted by the Securities and Exchange Commission's rules and
regulations. The Company believes that the accompanying disclosures and notes
are adequate to make the financial statements not misleading. Such financial
statements reflect all adjustments which are normal and recurring and, in the
opinion of management, necessary for a fair presentation of the results of
operations and financial position of the Company for the periods reported
herein.
Note 1. Basis of Presentation and Significant Accounting Policies:
The accompanying financial statements have been prepared in accordance with the
accounting policies described in Note 1 to the consolidated financial statements
included in the Registration Statement. The Company's practices of recognizing
assets, liabilities, revenues, expenses and other transactions which impact the
accompanying financial information is consistent with such note.
In connection with a collaborative research and development alliance, the
Company has an equity investment in a company that designs and develops
proprietary drug discovery systems, services and technologies to accelerate and
enhance the discovery of new medicines. The Company has classified this
investment as available for sale securities in accordance with Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standard No.
115, "Accounting for Certain Investments in Debt and Equity Securities". As
such, the investment is reflected in the accompanying financial statements at
its market value as of June 30, 1997 and the unrealized gain, net of taxes, as
of that date is reflected in a separate component of stockholders' equity titled
"Unrealized investment gains, net".
Note 2. New Accounting Standards:
In April 1997, the FASB issued Statement of Financial Accounting Standard No.
128, "Earnings Per Share" (SFAS No. 128). SFAS No. 128 changes the manner in
which earnings per share amounts are calculated and presented. The most
significant change that this standard introduces is the required presentation
of "basic" earnings per share which is based solely on the weighted average
number of common shares outstanding during the period reported, excluding the
dilutive impact of any potential common stock equivalents such as stock
options. SFAS No. 128, which will be effective for the Company beginning with
the annual period ending December 31, 1997, will result in the Company's
presentation of basic as well as diluted earnings per share. All historical
earnings per share information will be restated to conform to the provisions of
SFAS No. 128. SFAS No. 128 will have no impact on the Company's results of
operations or financial position.
In addition to SFAS No. 128, the FASB has issued several other new accounting
standards which became effective after January 1, 1996 (refer to Note 1 to the
consolidated financial statements included in the Registration Statement). The
impact of adopting these standards was not material to the consolidated
financial position or results of operations of the Company.
Note 3. Inventories:
Inventories consisted of the following at June 30, 1997 and December 31, 1996
(in thousands):
June 30, December 31,
1997 1996
Raw materials and parts $ 12,496 $ 13,532
Work in process 908 944
Finished goods 13,136 9,085
26,540 23,561
Excess and obsolete reserve (2,007) (1,763)
$ 24,533 $ 21,798
========== ==========
Note 4. Recapitalization:
Refer to Notes 4 and 12 to the 1996 consolidated financial statements and Notes
3 and 4 to the condensed consolidated financial statements included in the
Registration Statement for a detailed description of the recapitalization of
the Company which occurred in March 1997 (the Recapitalization).
Note 5. Minority Interest Acquisition:
In May 1997, a subsidiary of the Company, Packard Japan KK ("PJKK"), entered
into an agreement, denominated in Japanese yen, to acquire the 40% interest
held by its minority stockholder for approximately $7.5 million. The agreement
obligates PJKK to acquire approximately 60% of the minority interest in 1997
and the remainder in future years as PJKK generates sufficient earnings to
allow the transaction to occur in accordance with Japanese laws and
regulations. Under the agreement, the minority stockholder has surrendered the
rights to any dividends from PJKK subsequent to December 31, 1996. The Company
has reflected the acquisition in full as of the effective date of the agreement
which was April 1, 1997 and, as a result, the minority interest has been
eliminated and the related obligations as well as resulting goodwil have been
recorded as of such date.
Note 6. Stock Dividend:
On May 15, 1997, the Board of Directors declared a 1-for-1 stock dividend on
shares outstanding on that date. The dividend was paid from shares held in
treasury by the Company. The impact of the issuance of the treasury shares was
charged against paid-in capital to the extent available with the remainder
charged to retained earnings. All per share and number of shares information,
except for treasury stock, included in the accompanying financial statements
has been restated to reflect the stock dividend.
Note 7. Stock Option Plans:
In connection with the Recapitalization, the Company redeemed all stock options
of noncontinuing stockholders and acquired a portion of the then outstanding
options held by management. Subsequent to the Recapitalization, all remaining
outstanding options, amounting to 600,000 (adjusted to reflect the 1-for-1
stock dividend discussed above), became fully vested. Such options will expire
at various dates through the year 2006.
Effective March 4, 1997, the Company adopted the Management Stock Incentive
Plan. Under this nonqualified plan, the Company is authorized to issue
incentive and performance options to certain employees and directors. The
plan allows for the issuance of up to 952,840 incentive options and up to
278,052 performance options with exercise prices of $11.125 and $13.625,
respectively. The options vest over a four year period commencing from the
date of grant and expire within ten years from grant. Management authorized
the granting of 657,500 incentive options and 265,000 performance options,
generally effective as of the closing of the Recapitalization.
Note 8. Stockholder's Equity (Deficiency):
During the six months ending June 30, 1997, changes in selected stockholders'
equity (deficiency) accounts and related share information consisted of the
following (dollar amounts in thousands):
Common Stock Treasury Stock Paid -in Retained
Shares Amount Shares Amount Capital Earnings
Balance, December 31, 1996 12,924,221 $ 129 777,869 $ (11,128) $1,320 $ 89,088
Restricted stock plan shares
forfeited (898) (6)
Shares issued in connection
with the exercise of stock
options 798,500 8 17,758
Purchase of treasury stock 9,386,432 (208,847)
Sale of treasury stock (1,103,413) 24,452 (3,403)
Fees related to Recapitalization (3,252) (864)
Stock dividend (4,346,329) 95,340 (18,208) (77,132)
Net loss (8,189)
Balance, June 30, 1997 13,721,823 $ 137 4,714,559 $(103,435) $ 0 $ 364
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
This report contains statements which, to the extent they are not recitations
of historical facts, constitute "forward-looking" statements and are
prospective. All such forward-looking statements are intended to be subject to
the safe harbor protection of the Securities Litigation Reform Act of 1995. A
number of important factors affecting the Company's business and financial
results could cause actual results to differ materially from those stated in
the forward-looking statements. Those factors include developments in
technology, changes in legislative, political and regulatory conditions, and
the overall competitive environment in addition to such other factors disclosed
in the Registration Statement and in the Company's other securities filings.
General
The Company is a leading developer, manufacturer and marketer of analytical
instruments and related products and services for use in the drug discovery and
molecular biology segments of the life sciences industry and in the nuclear
instrumentation industry. Through Packard Instrument Company, Inc., a wholly-
owned subsidiary, and several other wholly-owned subsidiaries (collectively,
"Packard Instrument"), the Company supplies bioanalytical instruments, and
related biochemical supplies and services, to the drug discovery and molecular
biology markets, and through certain divisions and wholly-owned subsidiaries
comprising the Canberra Nuclear Products Group ("Canberra Nuclear"), the
Company manufactures analytical instruments used to detect, identify and
quantify radioactive materials for the nuclear industry and related markets.
Results of Operations (dollars in millions)
Three Months Ended Six Months Ended
June 30, June 30,
%Inc. %Inc.
1997 1996 (Dec.) 1997 1996 (Dec.)
Total revenues:
Packard Instrument $31.4 $30.7 2.2 % $60.8 $62.8 (3.2)%
Canberra Nuclear 13.7 14.2 (3.6) 26.9 28.2 (4.7)
Consolidated 45.1 44.9 0.4 87.7 91.0 (3.7)
Gross profit:
Packard Instrument 17.2 16.6 3.6 33.6 35.6 (5.7)
Canberra Nuclear 6.6 6.6 - 13.2 13.5 (2.3)
Consolidated 23.8 23.2 2.5 46.8 49.1 (4.7)
Operating expenses:
Research and development 5.3 3.7 43.2 10.4 8.2 26.8
Selling, general and administrative 11.6 12.0 (3.4) 22.7 23.5 (3.5)
Recapitalization charges - .2 N/A 18.0 .2 N/A
Operating profit (loss) $ 6.9 $ 7.3 (5.5) $(4.3) $17.2 N/A
Excluding the impact of changes in foreign currency exchange rates,
consolidated total revenues would have been $1.8 million and $3.7 million
higher for the three and six months ended June 30, 1997, respectively. Packard
Instrument's total revenues increased slightly during the three month period
ended June 30, 1997 and decreased approximately $2 million during the six month
period then ended as compared to the comparable periods in 1996. Sales at the
Company's Japanese subsidiary, Packard Japan KK ("PJKK"), experienced declines,
which were expected, during both of the 1997 periods. These decreases, which
amounted to $3.75 million and $7.6 million for the three and six month periods
presented, are primarily a result of the Japanese government's efforts during
1996 to stimulate the Japanese economy through increased spending in areas
including the Company's products and services. During 1997, the Japanese
government's spending level in these areas has decreased dramatically. The
decreases in Japanese sales volume were offset by increases in sales of several
new products including the Homogeneous Time-Resolved Flourescence (HTRF)
<trademark> instrument, Cyclone<trademark>, MicroCount<trademark>, Top
Count<trademark> and Kryptor<trademark> as well as increased chemical and
supply sales. Canberra Nuclear's decreased sales, both second quarter and
year-to-date 1997, is due primarily to declining sales volume at the majority
of its European operations combined with the unfavorable exchange impact of the
strengthening U.S. dollar in 1997 as compared to 1996.
The Company's gross profit decrease during the six months ended June 30, 1997,
as compared to the corresponding 1996 period, is due to the lower sales
discussed above (particularly from the Company's Japanese operation) and a
stronger U.S. dollar. Gross profit increased during the three months ended
June 30, 1997, as compared with the same period in 1996, primarily due to
margins generated on the increased Packard Instrument sales of new products
discussed above.
Research and development spending increased during both of the 1997 periods
presented, as compared to 1996, primarily reflecting increased investment on
the part of Packard Instrument in the areas of product enhancement and new
product development.
Selling, general and administrative expenses decreased from 1996 comparable
period levels and, as a percentage of total revenues, remained relatively
consistent with 1996 on a year-to-date basis. The decreases are attributable
primarily to the impact which the stronger U.S. dollar has on translating
foreign operating results.
During the first quarter of 1997, the Company recorded an $18.0 million charge
associated with the Recapitalization which was completed in March 1997. Refer
to the condensed consolidated financial statements and other information
contained in the Registration Statement for a detailed discussion and
description of the Recapitalization.
The consolidated operating profit (loss) of $6.9 million and $(4.3) million for
the three and six months ended June 30, 1997 compares with $7.3 million and
$17.2 million during the corresponding 1996 periods. In addition to the
Recapitalization charge, 1997 operating profit (loss) for the periods presented
reflects the negative impact of the lower Japanese operating results, increased
research and development spending and the stronger U.S. dollar as compared to
1996.
The increase in interest expense and decrease in interest income during the
1997 periods are a direct result of the funds used for the Recapitalization
(refer to the Registration Statement).
For the six months ended June 30, 1997, the consolidated effective tax rate was
a benefit of 21.7% compared to a 31.8% provision during the same period in
1996. The reduced rate was primarily a result of the tax benefit provided on a
portion of the Recapitalization charges being realized at a lower effective
rate than the rate on income generated in high tax rate countries, particularly
Japan.
Financial Condition - Liquidity and Capital Resources
The Company has historically generated sufficient cash flow from operations to
meet its working capital requirements as well as to fund capital expenditures,
debt service and equity transactions such as dividend payments and stock
repurchases. In connection with the Recapitalization, the Company increased
its long-term indebtedness by $190 million and, as a result, debt service
requirements have increased significantly as compared to historical levels.
The Company has, as of August 12, 1997, $75 million of funds available under a
revolving credit facility secured as part of the Recapitalization. Monies
available under this credit facility are subject to certain restrictions and
provisions contained therein. Refer to the Registration Statement for a
detailed description of the Recapitalization including the related indebtedness
and repayment terms and conditions. Prior to the time at which significant
levels of principal on the term loan and subordinated notes becomes due in
fiscal 2002, the Company will evaluate and identify the most advantageous
options available to service such debt. Options may include refinancing such
principal under potentially new terms and conditions or repaying such debt
through funds obtained through other sources or means. However, there can be
no assurance that any new financing will be available or that the terms thereof
will be favorable to the Company.
The Company expects to generate adequate cash from operations to meet most of
its working capital needs as well as to provide for necessary debt service
requirements during the next several years. If necessary, the Company can and
will borrow monies from the revolving credit facility in order to meet
temporary or seasonal shortfalls which may arise in the level of cash generated
from operations. The Company expects that, should the generation of excess
available operating cash flow be insufficient, it will utilize the revolving
credit facility to fund a significant portion of its strategic acquisition
program and new product development initiatives, as well as a portion of
capital expenditures for machinery, equipment and facility expansions.
Operating activities generated $2.2 million of cash during the six months ended
June 30, 1997 compared to $17.5 million of cash generated from operations in
the comparable 1996 period. The reduced operating cash flow is primarily a
result of the cash portion of the Recapitalization charge ($8.5 million)
recognized in the first quarter of 1997, the additional interest incurred on
the Recapitalization indebtedness and the lower operating results during the
six months ended June 30, 1997 as compared to the prior year period. The
Company has utilized a significant amount of cash (approximately $21.2 million)
to fund Recapitalization related fees and other related expenses.
In May 1997, PJKK entered into an agreement to acquire the 40% interest held
by its minority stockholder for approximately $7.5 million. (Refer to Note 5
to the condensed consolidated financial statements included herein). To date,
the acquisition has been funded through a combination of cash on hand and notes
payable issued to the minority stockholder. The Company expects that PJKK will
be able to complete the acquisition through a similar combination of sources.
In July 1997, the Company signed a letter of intent to acquire Aquila
Technologies Group, Inc. (Aquila). Aquila manufactures surveillance cameras,
electronic seals and other equipment utilized in the safeguarding of nuclear
materials. The Company expects to finance some portion of the proposed purchase
through borrowing on the revolving credit facility discussed above. The Company
will pay up to $7.7 million during calendar year 1997 with additional payments
contingent upon post-acquisition operating performance through 2000.
As of June 30, 1997, the Company's order backlog was approximately $23.5
million. The Company includes in backlog only those orders for which it has
received purchase orders and does not include in backlog orders for service.
The Company's backlog as of any particular date may not be representative of
actual sales for any succeeding period.
PART II. OTHER INFORMATION
PACKARD BIOSCIENCE COMPANY
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference)
3.2 By-Laws of the Company (incorporated by reference)
10 Employment Agreement between Packard BioScience Company and
Ben D. Kaplan
27 Financial data schedule pursuant to Article 5 of Regulation
S-X
(b) Reports on Form 8-K
Not applicable.
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, in the City of Meriden, State of
Connecticut, on August 12, 1997.
PACKARD BIOSCIENCE COMPANY
By: /s/ Emery G. Olcott
--------------------------------------
Emery G. Olcott
Chairman of the Board, Chief
Executive Officer and President
By: /s/ Ben D. Kaplan
--------------------------------------
Ben D. Kaplan
Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page
10 Employment Agreement between Packard
BioScience Company and Ben D. Kaplan
27 Financial Data Schedule