Exhibit 13





















                               THERMO SENTRON INC.

                        Consolidated Financial Statements

                                      1996
PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                        Consolidated Statement of Income

                                                             March 16, 1994,
    (In thousands except                                             Through
    per share amounts)                  1996            1995   Dec. 31, 1994
    ------------------------------------------------------------------------
    Revenues (Notes 8 and 10)       $70,027          $67,474        $50,116
                                    -------          -------        -------
    Costs and Operating Expenses:
      Cost of revenues (Note 8)      41,863           41,017         32,680
      Selling, general, and
        administrative
        expenses (Note 8)            19,075           17,371         13,540
      Research and development
        expenses                      1,881            1,920          1,228
                                    -------          -------        -------
                                     62,819           60,308         47,448
                                    -------          -------        -------

    Operating Income                  7,208            7,166          2,668

    Interest Income                   1,469              150             25
    Interest Expense                   (551)            (904)          (157)
    Interest Expense,
      Related Party (Note 8)              -                -           (415)
    Other Income (Expense)              184              (37)           635
                                    -------          -------        -------
    Income Before Provision
      for Income Taxes                8,310            6,375          2,756
    Provision for Income
      Taxes (Note 6)                  3,158            2,545          1,496
                                    -------          -------        -------
    Net Income                      $ 5,152          $ 3,830        $ 1,260
                                    =======          =======        =======
    Earnings per Share              $   .56          $   .55        $   .18
                                    =======          =======        =======
    Weighted Average Shares           9,156            7,027          7,027
                                    =======          =======        =======


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




                                         2PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                           Consolidated Balance Sheet

    (In thousands)                                      1996            1995
    ------------------------------------------------------------------------
    Assets
    Current Assets:
      Cash and cash equivalents                    $ 28,226         $  3,012
      Available-for-sale investments, at quoted
        market value (amortized cost of $6,582
        in 1996; Note 2)                              6,594                -
      Accounts receivable, less allowances of
        $1,812 and $2,291                            17,296           12,935
      Inventories                                    11,627            8,806
      Prepaid income taxes (Note 6)                   1,524            1,026
      Prepaid expenses                                  594              305
                                                   --------         --------
                                                     65,861           26,084
                                                   --------         --------
    Property, Plant, and Equipment, at Cost, Net      2,089            1,814
                                                   --------         --------
    Other Assets                                      3,522              247
                                                   --------         --------
    Cost in Excess of Net Assets of Acquired
      Companies (Notes 3 and 6)                      35,714           33,815
                                                   --------         --------
                                                   $107,186         $ 61,960
                                                   ========         ========










                                         3PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                     Consolidated Balance Sheet (continued)

    (In thousands except share amounts)                1996             1995
    ------------------------------------------------------------------------
    Liabilities and Shareholders' Investment
    Current Liabilities:
      Notes payable (Note 9)                       $  3,596         $  7,961
      Accounts payable                                6,898            5,793
      Accrued payroll and employee benefits           4,056            4,006
      Accrued income taxes                            2,686            1,787
      Customer deposits                               1,936            1,494
      Accrued installation and warranty expenses      1,039            1,539
      Other accrued expenses                          3,493            3,778
      Due to parent company and affiliated
        companies                                       763              579
                                                   --------         --------
                                                     24,467           26,937
                                                   --------         --------
    Deferred Income Taxes (Note 6)                      354              336
                                                   --------         --------

    Commitments (Note 7)

    Shareholders' Investment (Notes 4 and 5):
      Common stock, $.01 par value, 30,000,000
        shares authorized; 9,875,000 shares issued
        and outstanding in 1996                          99                -
      Capital in excess of par value                 77,072                -
      Retained earnings                               5,152                -
      Cumulative translation adjustment                  34             (149)
      Net unrealized gain on available-for-sale
        investments                                       8                -
      Net parent company investment                       -           34,836
                                                   --------         --------
                                                     82,365           34,687
                                                   --------         --------
                                                   $107,186         $ 61,960
                                                   ========         ========


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



                                         4PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                      Consolidated Statement of Cash Flows

                                                             March 16, 1994,
                                                                     Through
    (In thousands)                      1996            1995   Dec. 31, 1994
    ------------------------------------------------------------------------
    Operating Activities:
      Net income                    $  5,152       $  3,830         $  1,260
      Adjustments to reconcile
        net income to net
        cash provided by
        operating activities:
          Depreciation and
            amortization               1,865          1,518            1,172
          Provision for losses on
            accounts receivable          217            229              585
          Deferred income tax
            (benefit) expense           (485)           436              514
          Gain on sale of
            investments                  (37)             -                -
          Changes in current
            accounts, excluding the
            effects of acquisitions:
              Accounts receivable     (3,783)           539              632
              Inventories               (959)          (607)           1,821
              Other current assets         4              8             (498)
              Accounts payable         1,018          1,975           (4,368)
              Other current
                liabilities              553         (1,709)             419
          Other                           (4)            44            1,095
                                    --------       --------         --------
    Net cash provided by operating
      activities                       3,541          6,263            2,632
                                    --------       --------         --------

    Investing Activities:
      Acquisitions, net of cash
        acquired (Note 3)             (4,323)             -             (945)
      Acquisition of product line
        (Note 3)                      (4,437)             -                -
      Purchases of available-for-
        sale investments             (11,511)             -                -
      Proceeds from sale and
        maturities of available-
        for-sale investments           5,037              -                -
      Purchases of property, plant,
        and equipment                   (872)          (701)            (462)
      Proceeds from sale of
        property, plant, and
        equipment                        157             90              439
      Other                             (158)             -                -
                                    --------       --------         --------
    Net cash used in investing
      activities                    $(16,107)      $   (611)        $   (968)
                                    --------       --------         --------

                                         5PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                Consolidated Statement of Cash Flows (continued)
                                   

                                                             March 16, 1994,
                                                                     Through
    (In thousands)                     1996            1995    Dec. 31, 1994
    ------------------------------------------------------------------------
    Financing Activities:
      Net proceeds from issuance
        of Company common stock
        (Note 4)                    $42,335        $     -          $     -
      Net decrease in short-
        term borrowings              (2,569)             -                -
      Proceeds from issuance of
        long-term obligation              -              -            2,774
      Repayment of long-term
        obligation                   (2,176)          (925)               -
      Net transfer to parent
        company                           -         (3,526)          (2,275)
                                    -------        -------          -------
    Net cash provided by (used in)
      financing activities           37,590         (4,451)             499
                                    -------        -------          -------

    Exchange Rate Effect on Cash        190           (278)             (74)
                                    -------        -------          -------
    Increase in Cash and Cash
      Equivalents                    25,214            923            2,089
    Cash and Cash Equivalents at
      Beginning of Period             3,012          2,089                -
                                    -------        -------          -------
    Cash and Cash Equivalents at
      End of Period                 $28,226        $ 3,012          $ 2,089
                                    =======        =======          =======

    Cash Paid (Refunded) For:
      Interest                      $   635        $   804          $    30
      Income taxes                  $   939        $ 1,530          $  (260)

    Noncash Activities:
      Fair value of assets of
        acquired companies          $ 6,510        $     -          $ 3,531
      Cash paid for acquired
        companies                    (4,464)             -             (945)
                                    -------        -------          -------
        Liabilities assumed of
          acquired companies        $ 2,046        $     -          $ 2,586
                                    =======        =======          =======

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

                                         6PAGE
<PAGE>

   Thermo Sentron Inc.                            1996 Financial Statements

               Consolidated Statement of Shareholders' Investment

                                                                   March 16,
                                                                       1994,
                                                                     Through
                                                                    Dec. 31,
   (In thousands)                                1996       1995        1994
   -------------------------------------------------------------------------
   Common Stock, $.01 Par Value
     Balance at beginning of period          $      -   $      -    $      -
     Issuance of Company 
       common stock (Note 4)                       29          -           -
     Capitalization of Company                     70          -           -
                                             --------   --------    --------
       Balance at end of period                    99          -
                                             --------   --------    --------

   Capital in Excess of Par Value
     Balance at beginning of period                 -          -           -
     Issuance of Company
       common stock (Note 4)                   42,306          -           -
     Capitalization of Company                 34,766          -           -
                                             --------   --------    --------
       Balance at end of period                77,072          -           -
                                             --------   --------    --------
                                                  
   Retained Earnings
     Balance at beginning of period                 -          -           -
     Net income                                 5,152          -           -
                                             --------   --------    --------
       Balance at end of period                 5,152          -
                                             --------   --------    --------

   Cumulative Translation Adjustment
     Balance at beginning of period              (149)        68      (3,167)
     Translation adjustment                       183       (217)      3,235
                                             --------   --------    --------
       Balance at end of period                    34       (149)         68
                                             --------   --------    --------

   Net Unrealized Gain on Available-
     for-sale Investments
     Balance at beginning of period                 -          -           -
     Change in unrealized gain on
       available-for-sale investments               8          -           -
                                             --------   --------    --------
       Balance at end of period              $      8   $      -    $      -
                                             --------   --------    --------



                                        7PAGE
<PAGE>
   Thermo Sentron Inc.                            1996 Financial Statements

         Consolidated Statement of Shareholders' Investment (continued)
                                                 

                                                                   March 16,
                                                                       1994,
                                                                     Through
                                                                    Dec. 31,
   (In thousands)                                1996       1995        1994
   -------------------------------------------------------------------------
   Net Parent Company Investment
     Balance at beginning of period          $ 34,836   $ 34,532    $ 35,547
     Net income prior to capitalization
       of Company                                   -      3,830       1,260
     Net transfer to parent company                 -     (3,526)     (2,275)
     Capitalization of Company                (34,836)         -           -
                                             --------   --------    --------
       Balance at end of period                     -     34,836     34,532
                                             --------   --------    --------
   Total Shareholders' Investment            $ 82,365   $ 34,687    $ 34,600
                                             ========   ========    ========


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





                                        8PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    1.  Nature of Operations and Summary of Significant Accounting Policies

    Nature of Operations
        Thermo Sentron Inc. (the Company) designs, develops, manufactures,
    and sells high-speed precision-weighing and inspection equipment for
    industrial production and packaging lines. The Company serves two
    principal markets: packaged goods and bulk materials. Products for the
    packaged-goods market represent 37% of the Company's revenues and are
    sold to customers in the food-processing, pharmaceutical, mail-order, and
    other diverse industries. Products for the bulk-materials market
    represent 63% of the Company's revenues and are sold primarily to
    customers in the mining and material-processing industries, as well as to
    electric utilities, chemical, and other manufacturing companies. 

    Relationship with Thermedics Inc. and Thermo Electron Corporation
        On March 16, 1994, Thermedics Inc. (Thermedics) acquired the Ramsey
    Technology Inc. business (Ramsey, or the Predecessor) of Baker Hughes
    Incorporated (Baker Hughes) for a cash purchase price of $41.9 million.
    The Company was incorporated in November 1995 as a wholly owned
    subsidiary of Thermedics. On January 2, 1996, Thermedics transferred to
    the Company the assets, liabilities, and businesses of Ramsey and certain
    related companies in exchange for 7,000,000 shares of the Company's
    common stock. As of December 28, 1996, Thermedics owned 7,000,000 shares
    of the Company's common stock, representing 71% of such stock
    outstanding. Thermedics is a 55%-owned subsidiary of Thermo Electron
    Corporation (Thermo Electron). As of December 28, 1996, Thermo Electron
    owned 250,000 shares of the Company's common stock, representing 3% of
    such stock outstanding.

    Principles of Consolidation
        The accompanying financial statements include the accounts of the
    Company and its wholly owned subsidiaries. All material intercompany
    accounts and transactions have been eliminated.

    Fiscal Year
        The Company has adopted a fiscal year ending the Saturday nearest
    December 31. References to 1996 and 1995 are for the fiscal years ended
    December 28, 1996, and December 30, 1995, respectively. The accompanying
    financial statements also include the Company's financial results for the
    period from March 16, 1994, the date Ramsey was acquired by Thermedics,
    through December 31, 1994.

    Revenue Recognition
        The Company recognizes revenues upon shipment of its products. The
    Company provides a reserve for its estimate of warranty and installation
    costs at the time of shipment.

                                         9PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    1.  Nature of Operations and Summary of Significant Accounting Policies
        (continued)

    Stock-based Compensation Plans
        The Company applies Accounting Principles Board Opinion (APB) No. 25,
    "Accounting for Stock Issued to Employees" and related interpretations in
    accounting for its stock-based compensation plans (Note 5 ). Accordingly,
    no accounting  recognition is  given  to stock  options granted  at  fair
    market value  until  they are  exercised.  Upon   exercise,  net  proceeds,
    including tax benefits realized, are credited to equity.

    Income Taxes
        In the periods prior to its initial public offering, the Company was
    included in Thermedics' consolidated federal and certain state income tax
    returns. Subsequent to the Company's initial public offering in April
    1996, Thermedics' equity ownership of the company was reduced below 80%
    and, as a result, the Company is required to file its own federal income
    tax return.
        In accordance with Statement of Financial Accounting Standards (SFAS)
    No. 109, "Accounting for Income Taxes," the Company recognizes deferred
    income taxes based on the expected future tax consequences of differences
    between the financial statement basis and the tax basis of assets and
    liabilities, calculated using enacted tax rates in effect for the year in
    which the differences are expected to be reflected in the tax return.

    Earnings per Share
        Earnings per share has been computed based on the weighted average
    number of shares outstanding during the period. Pursuant to Securities
    and Exchange Commission requirements, earnings per share for the Company
    have been presented for all periods. Weighted average shares for all
    periods include the 7,000,000 shares issued to Thermedics in connection
    with the initial capitalization of the Company and, for periods prior to
    the Company's initial public offering, the effect of the assumed exercise
    of stock options issued within one year prior to the Company's initial
    public offering. Because the effect of the assumed exercise of stock
    options would be immaterial, they have been excluded from the calculation
    of weighted average shares subsequent to the Company's initial public
    offering.

    Cash and Cash Equivalents
        As of December 28, 1996, $24,732,000 of the Company's cash
    equivalents were invested in a repurchase agreement with Thermo Electron.
    Under this agreement, the Company in effect lends excess cash to Thermo
    Electron, which Thermo Electron collateralizes with investments
    principally consisting of U.S. government agency securities, corporate
    notes, commercial paper, money market funds, and other marketable
    securities, in the amount of at least 103% of such obligation. The
    Company's funds subject to the repurchase agreement are readily
    convertible into cash by the Company. The repurchase agreement earns a
    rate based on the 90-day Commercial Paper Composite Rate plus 25 basis

                                        10PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    1.  Nature of Operations and Summary of Significant Accounting Policies
        (continued)

    points, set at the beginning of each quarter. As of December 28, 1996,
    the Company's cash equivalents also include investments in short-term
    certificates of deposit of the Company's foreign operations, which have
    an original maturity of three months or less. Cash equivalents are
    carried at cost, which approximates market value.

    Inventories
        Inventories are stated at the lower of cost (on a first-in, first-out
    or weighted average basis) or market value and include materials, labor,
    and manufacturing overhead. The components of inventories are as follows:

    (In thousands)                                          1996       1995
    -----------------------------------------------------------------------
    Raw materials                                        $ 4,126    $ 2,984
    Work in process                                        2,550      2,184
    Finished goods                                         4,951      3,638
                                                         -------    -------
                                                         $11,627    $ 8,806
                                                         =======    =======

    Property, Plant, and Equipment
        The costs of additions and improvements are capitalized, while
    maintenance and repairs are charged to expense as incurred. The Company
    provides for depreciation and amortization using the straight-line and
    declining balance methods over the estimated useful lives of the property
    as follows: buildings, 30 years; machinery and equipment, 2 to 10 years;
    and leasehold improvements, the shorter of the term of the lease or the
    life of the asset. Property, plant, and equipment consists of the
    following:

    (In thousands)                                          1996       1995
    -----------------------------------------------------------------------
    Land                                                 $   110    $   110
    Buildings                                                192        183
    Machinery, equipment and leasehold improvements        3,274      2,452
                                                         -------    -------

                                                           3,576      2,745

    Less: Accumulated depreciation and amortization        1,487        931
                                                         -------    -------

                                                         $ 2,089    $ 1,814
                                                         =======    =======

    Other Assets
        Other assets in the accompanying balance sheet consists primarily of
    acquired technology, which is amortized using the straight-line method
    over its estimated useful life of 15 years. Accumulated amortization at
    December 28, 1996, was $165,000.

                                        11PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    1.  Nature of Operations and Summary of Significant Accounting Policies
        (continued)

    Cost in Excess of Net Assets of Acquired Companies
        The excess of cost over the fair value of net assets of acquired
    companies is amortized using the straight-line method over 40 years.
    Accumulated amortization was $2,517,000 and $1,576,000 at year-end 1996
    and 1995, respectively. The Company assesses the future useful life of
    this asset whenever events or changes in circumstances indicate that the
    current useful life has diminished. The Company considers the future
    undiscounted cash flows of the acquired businesses in assessing the
    recoverability of this asset. If impairment has occurred, any excess of
    carrying value over fair value is recorded as a loss.

    Foreign Currency
        All assets and liabilities of the Company's foreign subsidiaries are
    translated at year-end exchange rates, and revenues and expenses are
    translated at average exchange rates for the year in accordance with SFAS
    No. 52, "Foreign Currency Translation." Resulting translation adjustments
    are reflected as a separate component of shareholders' investment titled
    "Cumulative translation adjustment." Foreign currency transaction gains
    are included in other income (expense) in the accompanying statement of
    income and are not material for 1996 and 1995. The Company recorded
    foreign currency transaction gains of $635,000 on the repayment of
    borrowings, denominated in U.S. dollars, for the period from March 16,
    1994, through December 31, 1994, which was included in other income
    (expense) in the accompanying statement of income.

    Fair Value of Financial Instruments
        The Company's financial instruments consist mainly of cash and cash
    equivalents, available-for-sale investments, accounts receivable, notes
    payable, accounts payable, and due to parent company and affiliated
    companies. Available-for-sale investments are carried at fair value in
    the accompanying balance sheet (Note 2). The fair values were determined
    based on quoted market prices. The carrying amounts of the Company's
    remaining financial instruments approximate fair value due to their
    short-term nature. 

    Use of Estimates
        The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities,
    disclosure of contingent assets and liabilities at the date of the
    financial statements, and the reported amounts of revenues and expenses
    during the reporting period. Actual results could differ from those
    estimates.

                                        12PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    2.  Available-for-sale Investments

        In accordance with SFAS No. 115, "Accounting for Certain Investments
    in Debt and Equity Securities," the Company's debt securities are
    considered available-for-sale investments in the accompanying balance
    sheet and are carried at market value, with the difference between cost
    and market value, net of related tax effects, recorded currently as a
    component of shareholders' investment. The aggregate market value, cost
    basis, and gross unrealized gains of available-for-sale investments by
    major security type at December 28, 1996, are as follows:

                                                                       Gross
                                              Market       Cost   Unrealized
    (In thousands)                             Value      Basis        Gains
    ------------------------------------------------------------------------
    Government agency securities             $5,001      $4,995      $    6
    Corporate bonds                           1,522       1,516           6
    Other                                        71          71           -
                                             ------      ------      ------
                                             $6,594      $6,582      $   12
                                             ======      ======      ======

        Available-for-sale investments in the accompanying 1996 balance sheet
    includes $5,045,000 with contractual maturities of one year or less and
    $1,549,000 with contractual maturities of more than one year through five
    years. Actual maturities may differ from contractual maturities as a
    result of the Company's intent to sell these securities prior to maturity
    and as a result of put and call options that enable either the Company,
    the issuer, or both to redeem these securities at an earlier date.
        The cost of available-for-sale investments that were sold was based
    on specific identification in determining realized gains of $37,000
    recorded in other income (expense) in the accompanying statement of
    income.

    3.  Acquisitions

        In April 1996, the Company purchased the assets of the solids
    flow-measurement product line of Endress + Hauser, Inc. (Endress +
    Hauser) for $4,437,000 in cash. The acquisition was financed with an
    advance from Thermo Electron that was repaid in April 1996. The product
    line purchase has been accounted for using the purchase method of
    accounting. Allocation of the purchase price was based on an estimate of
    the fair value of assets purchased.
        In January 1996, the Company acquired Hitech Electrocontrols Limited
    (Hitech), a U.K.-based manufacturer of metal-detection equipment and
    specialty checkweighing equipment for the baking industry, for $4,464,000
    in cash. The acquisition was financed with a credit facility, denominated
    in British pounds sterling, that was repaid in April 1996.

                                        13PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    3.  Acquisitions (continued)

        In July 1994, the Company acquired Tecno Europa Elettromeccanica
    S.r.1. (Tecno Europa), an Italian manufacturer of precision-weighing
    equipment with expertise in pharmaceutical applications. The Company
    acquired Tecno Europa for $945,000 in cash and the assumption of $605,000
    of debt.
        The acquisitions of Hitech and Tecno Europa have been accounted for
    using the purchase method of accounting, and their results of operations
    have been included in the accompanying financial statements from their
    respective dates of acquisition. The aggregate cost of Hitech and Tecno
    Europa exceeded the estimated fair value of the acquired net assets by
    $6,105,000, which is being amortized over 40 years. Allocation of the
    purchase price was based on an estimate of the fair value of the net
    assets acquired. Pro forma data is not presented since these acquisitions
    were not material to the Company's results of operations.

    4.  Common Stock

        In April 1996, the Company sold 2,875,000 shares of its common stock
    in an initial public offering at $16.00 per share, for net proceeds of
    $42,335,000. The Company used part of those proceeds to repay
    approximately $12,600,000 in advances and short-term borrowings from
    Thermo Electron and third parties (Note 3).
        At December 28, 1996, the Company had reserved 825,000 unissued
    shares of its common stock for possible issuance under stock-based
    compensation plans.

    5.  Employee Benefit Plans

    Stock-based Compensation Plans

    Stock Option Plans
    ------------------
        On January 30, 1996, the Company adopted a stock-based compensation
    plan for its key employees, directors, and others, which permits the
    grant of a variety of stock and stock-based awards as determined by the
    human resources committee of the Company's Board of Directors (the Board
    Committee), including restricted stock, stock options, stock bonus
    shares, or performance-based shares. To date, only nonqualified stock
    options have been awarded under this plan. The option recipients and the
    terms of options granted under this plan are determined by the Board
    Committee. Options granted through the date of the Company's initial
    public offering became exercisable on September 28, 1996. All options are
    subject to certain transfer restrictions and the right of the Company to
    repurchase shares issued upon exercise of the options at the exercise
    price, upon certain events. The restrictions and repurchase rights
    generally lapse ratably over a five to ten year period, depending on the
    term of the option, which generally ranges from ten to twelve years.
    Nonqualified stock options may be granted at any price determined by the
    Board Committee, although incentive stock options must be granted at not
    less than the fair market value of the Company's common stock on the date
    of grant. To date, all options have been granted at fair market value.
    The Company also has a directors' stock option plan, adopted on January
                                        14PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    5.  Employee Benefit Plans (continued)

    30, 1996, that provides for the grant of stock options to outside
    directors pursuant to a formula approved by the Company's shareholders.
    Options granted under this plan have the same general terms as options
    granted under the stock-based compensation plan described above, except
    that the restrictions and repurchase rights generally lapse ratably over
    a four-year period and the option term is five years. In addition to
    participating in the Company's stock-based compensation plans, certain
    officers and key employees may also participate in the stock-based
    compensation plans of Thermo Electron and Thermedics.

    Employee Stock Purchase Program
    -------------------------------
       Substantially all of the Company's full-time U.S. employees are
    eligible to participate in an employee stock purchase program sponsored
    by Thermedics and Thermo Electron. Under this program, shares of
    Thermedics' and Thermo Electron's common stock can be purchased at the
    end of a 12-month period at 95% of the fair market value at the beginning
    of the period, and the shares purchased are subject to a six-month resale
    restriction. Prior to November 1, 1995, the applicable shares of common
    stock could be purchased at 85% of the fair market value at the beginning
    of the period, and the shares purchased were subject to a one-year resale
    restriction. Shares are purchased through payroll deductions of up to 10%
    of each participating employee's gross wages.

    Pro Forma Stock-based Compensation Expense
        In October 1995, the Financial Accounting Standards Board issued SFAS
    No. 123, "Accounting for Stock-Based Compensation," which sets forth a
    fair-value based method of recognizing stock-based compensation expense.
    As permitted by SFAS No. 123, the Company has elected to continue to
    apply APB No. 25 to account for its stock-based compensation plans. Had
    compensation cost for awards granted in 1996 under the Company's
    stock-based compensation plans been determined based on the fair value at
    the grant dates consistent with the method set forth under SFAS No. 123,
    the effect on the Company's net income and earnings per share would have
    been as follows:

    (In thousands except per share amounts)                             1996
    ------------------------------------------------------------------------
    Net income:
      As reported                                                    $5,152
      Pro forma                                                       4,989
    Earnings per share:
      As reported                                                       .56
      Pro forma                                                         .54

        Pro forma compensation expense for options granted is reflected over
    the vesting period, therefore future pro forma compensation expense may
    be greater as additional options are granted.

                                        15PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    5.  Employee Benefit Plans (continued)

        The fair value of each option grant was estimated on the grant date
    using the Black-Scholes option-pricing model with the following
    weighted-average assumptions:
                                                                       1996
    -----------------------------------------------------------------------
    Volatility                                                          29%
    Risk-free interest rate                                            6.1%
    Expected life of options                                        8 years

        The Black-Scholes option-pricing model was developed for use in
    estimating the fair value of traded options which have no vesting
    restrictions and are fully transferable. In addition, option-pricing
    models require the input of highly subjective assumptions including
    expected stock price volatility. Because the Company's employee stock
    options have characteristics significantly different from those of traded
    options, and because changes in the subjective input assumptions can
    materially affect the fair value estimate, in management's opinion, the
    existing models do not necessarily provide a reliable single measure of
    the fair value of its employee stock options.

    Stock Option Activity
       A summary of the Company's stock option activity is as follows:

                                                               1996
                                                        ------------------
                                                                  Weighted
                                                        Number     Average
                                                            of    Exercise
    (Shares in thousands)                               Shares       Price
    ----------------------------------------------------------------------
    Options outstanding, beginning of year                   -      $    -
        Granted                                            398       14.12
                                                         -----      ------
    Options outstanding, end of year                       398      $14.12
                                                         =====      ======
    Options exercisable                                    398      $14.12
                                                         =====      ======
    Options available for grant                            402
                                                         =====
    Weighted average fair value per share
      of options granted during year                                $ 6.69
                                                                    ======

        As of December 28, 1996, the options outstanding were exercisable at
    prices ranging from $12.28 to $16.00 and had a weighted-average remaining
    contractual life of 10.2 years.

                                        16PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    5.  Employee Benefit Plans (continued)

    401(k) Savings Plan
        Substantially all of the Company's full-time U.S. employees are
    eligible to participate in Thermo Electron's 401(k) savings plan.
    Contributions to the 401(k) savings plan are made by both the employee
    and the Company. Company contributions are based upon the level of
    employee contributions. For these plans, the Company contributed and
    charged to expense $316,000, $321,000, and $247,000 in 1996, 1995, and
    for the period from March 16, 1994, through December 31, 1994,
    respectively.

    6.  Income Taxes

        The components of income before provision for income taxes are as
    follows:

                                                             March 16, 1994,
                                                                     Through
                                    1996              1995     Dec. 31, 1994
    ------------------------------------------------------------------------
    Domestic                      $4,374            $3,233            $2,194
    Foreign                        3,936             3,142               562
                                  ------            ------            ------
                                  $8,310            $6,375            $2,756
                                  ======            ======            ======

        The components of the provision for income taxes are as follows:

                                                             March 16, 1994,
                                                                     Through
                                    1996              1995     Dec. 31, 1994
    ------------------------------------------------------------------------
    Currently payable:
      Federal                     $1,289            $  726            $  377
      State                          392               166                89
      Foreign                      1,962             1,217               516
                                  ------            ------            ------
                                   3,643             2,109               982
                                  ------            ------            ------
    Net deferred (prepaid):
      Federal                        (54)              287               342
      State                          (12)               77                85
      Foreign                       (419)               72                87
                                  ------            ------            ------
                                    (485)              436               514
                                  ------            ------            ------
                                  $3,158            $2,545            $1,496
                                  ======            ======            ======

       The provision for income taxes that is currently payable does not
    reflect $1,779,000 of tax benefits used to reduce cost in excess of net
    assets of acquired companies in 1996.
                                        17PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    6.  Income Taxes (continued)

        The provision for income taxes in the accompanying statement of
    income differs from the provision calculated by applying the statutory
    federal income tax rate of 35% to income before provision for income
    taxes due to the following:
                                                             March 16, 1994,
                                                                     Through
                                   1996               1995     Dec. 31, 1994
    ------------------------------------------------------------------------
    Provision for income
      taxes at statutory rate    $2,909            $2,231            $  965
    Increases (decreases)
      resulting from:
      State income taxes,
        net of federal tax          247               158               113
      Foreign tax rate and
        tax law differential        165               188               406
      Tax benefit of foreign
        sales corporation           (42)              (68)              (24)
      Amortization of cost in
        excess of net assets
        of acquired companies        19                19                15
      Other, net                   (140)               17                21
                                 ------            ------            ------
                                 $3,158            $2,545            $1,496
                                 ======            ======            ======

        Prepaid income taxes and deferred income taxes in the accompanying
    balance sheet consist of the following:

                                   1996              1995
    -----------------------------------------------------
    Prepaid income taxes:
      Reserves and accruals      $  677            $  595
      Allowance for doubtful
        accounts                    339               108
      Inventory basis difference     38                80
      Accrued compensation          470               243
                                 ------            ------
                                 $1,524            $1,026
                                 ======            ======
    Deferred income taxes:
      Depreciation               $  354            $  336
                                 ======            ======

        A provision has not been made for U.S. or additional foreign taxes on
    $3,655,000 of undistributed earnings of foreign subsidiaries that could
    be subject to taxation if remitted to the U.S. because the Company
    currently plans to keep these amounts permanently reinvested overseas.
    The Company believes that any additional U.S. tax liability due upon
    remittance of such earnings would be immaterial.
                                        18PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    7.   Commitments

        The Company leases portions of its office and operating facilities
    under various operating lease arrangements expiring between 1997 and
    2013. The accompanying statement of income includes expenses from
    operating leases of $1,759,000, $1,940,000, and $1,516,000 in 1996, 1995,
    and for the period from March 16, 1994, through December 31, 1994,
    respectively. Future minimum payments due under noncancelable operating
    leases at December 28, 1996, were $1,060,000 in 1997; $1,009,000 in 1998;
    $477,000 in 1999; $120,000 in 2000; $94,000 in 2001; and $754,000 in 2002
    and thereafter. Total future minimum lease payments of $3,514,000 have
    not been reduced by minimum sublease rentals of $264,000 due through 1999
    under noncancelable operating leases.

    8.  Related Party Transactions

    Corporate Services Agreement
        The Company and Thermo Electron have a corporate services agreement
    under which Thermo Electron's corporate staff provides certain
    administrative services, including certain legal advice and services,
    risk management, certain employee benefit administration, tax advice and
    preparation of tax returns, centralized cash management, and certain
    financial and other services, for which the Company pays Thermo Electron
    annually an amount equal to 1.0% of the Company's revenues. The Company
    paid an annual fee equal to 1.20% and 1.25% of the Company's revenues in
    1995 and 1994, respectively. The annual fee is reviewed and adjusted
    annually by mutual agreement of the parties. For these services, the
    Company was charged $700,000, $810,000, and $626,000 in 1996, 1995, and
    for the period from March 16, 1994, through December 31, 1994,
    respectively. The corporate services agreement is renewed annually but
    can be terminated upon 30 days' prior notice by the Company or upon the
    Company's withdrawal from the Thermo Electron Corporate Charter (the
    Thermo Electron Corporate Charter defines the relationship among Thermo
    Electron and its majority-owned subsidiaries). Management believes that
    the service fee charged by Thermo Electron is reasonable and that such
    fees are representative of the expenses the Company would have incurred
    on a stand-alone basis. For additional items such as employee benefit
    plans, insurance coverage, and other identifiable costs, Thermo Electron
    charges the Company based upon costs attributable to the Company.

    Other Related Party Transactions
        In connection with the acquisition of the Company by Thermedics, the
    Company ceased to distribute a line of alloy analyzers. In January 1995,
    this distributorship (TN Technologies or TN) was transferred to Thermo
    Instrument Systems Inc. (Thermo Instrument), a publicly traded,
    majority-owned subsidiary of Thermo Electron, for book value. 
        The Company acts as a distributor in Europe for process measurement
    instruments manufactured by TN. In 1996 and 1995, the Company purchased
    such products from TN for $563,000 and $998,000, respectively.
        In 1996 and 1995, the Company sold meters to TN pursuant to purchase
    orders resulting in revenues of $114,000 and $23,000, respectively.

                                        19PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    8.  Related Party Transactions (continued)

    Short-term Obligations
        In connection with the acquisition of the Company by Thermedics, the
    Company's foreign subsidiaries borrowed $6,325,000 from Thermedics at
    interest rates ranging from 6.0% to 9.5%. Prior to December 31, 1994, the
    debt with Thermedics was repaid and refinanced with third parties in the
    local currency of the foreign subsidiaries, resulting in an exchange gain
    of $635,000. During the period from March 16, 1994, through December 31,
    1994, the Company recorded interest expense of $415,000 relating to the
    debt with Thermedics.

    Repurchase Agreement
        The Company invests excess cash in a repurchase agreement with
    Thermo Electron as discussed in Note 1.

    9.  Short-term Obligations

        Notes payable at December 30, 1995, includes $1,889,000 principal
    amount of a 12.6% note payable denominated in Italian lira. The Company
    repaid the obligation in 1996.
        The Company's foreign subsidiaries have lines of credit outstanding
    of $3,500,000 and $6,001,000 as of year-end 1996 and 1995, respectively.
    The weighted average interest rate for these borrowings was 6.4% and 7.8%
    as of year-end 1996 and 1995, respectively. Unused lines of credit were
    $9,690,000 as of December 28, 1996. Amounts borrowed under these
    arrangements are included in notes payable in the accompanying balance
    sheet.




                                        20PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                   Notes to Consolidated Financial Statements

    10. Geographical Information

        The Company is engaged in one business segment: developing,
    designing, manufacturing, and selling high-speed precision-weighing and
    inspection equipment. The following table shows data for the Company by
    geographical area:
                                                             March 16, 1994,
                                                                     Through
                                     1996             1995     Dec. 31, 1994
    ------------------------------------------------------------------------
    Revenues:
        United States            $ 32,992         $ 36,163          $ 25,767
        Italy                       9,832            8,762             4,615
        Other Europe               15,672           12,141             9,264
        Australia                   6,874            5,938             6,163
        Other                       4,657            4,470             4,307
                                 --------         --------          --------
                                 $ 70,027         $ 67,474          $ 50,116
                                 ========         ========          ========
    Income before provision
      for income taxes:
        United States            $  3,533         $  4,031          $  2,741
        Italy                       1,009            1,472              (278)
        Other Europe                2,072            1,287              (298)
        Australia                     703              720               774
        Other                         591              466               355
        Corporate (a)                (700)            (810)             (626)
                                 --------         --------          --------
        Total operating income      7,208            7,166             2,668
        Interest and other
          income (expense), net     1,102             (791)               88
                                 --------         --------          --------
                                 $  8,310         $  6,375          $  2,756
                                 ========         ========          ========
    Identifiable assets:
        United States (b)        $ 77,692         $ 39,889          $ 40,783
        Italy                       7,145            6,956             6,835
        Other Europe               16,529            9,680             9,514
        Australia                   3,560            3,202             2,893
        Other                       2,260            2,233             2,502
                                 --------         --------          --------
                                 $107,186         $ 61,960          $ 62,527
                                 ========         ========          ========

    Export revenues included in
      United States revenues
      above (c)                  $  7,598         $  8,820          $  4,548
                                 ========         ========          ========

    (a) Primarily general and administrative expenses.
    (b) Includes $42,335,000 in net proceeds from the 1996 initial public
        offering of Company common stock.
    (c) In general, export sales are denominated in U.S. dollars.

                                        21PAGE
<PAGE>
    Thermo Sentron Inc.                          1996 Financial Statements

                   Notes to Consolidated Financial Statements

    11. Unaudited Comparative Results

         The following unaudited financial information for the 12 months
    ended December 31, 1994, is presented to provide comparative results for
    1995, included in the accompanying statement of income. The period from
    January 1, 1994, to March 15, 1994, represents the unaudited results
    reported prior to the Company's acquisition by Thermedics. 

                                         Predecessor         The Company
                                         -----------   ---------------------
                                          January 1,   March 16,
                                               1994,       1994,
                                             Through     Through
                                           March 15,    Dec. 31,
                                                1994        1994       Total
    ------------------------------------------------------------------------
                                         (Unaudited)             (Unaudited)
    Revenues                                $11,016     $50,116     $61,132
                                            -------     -------     -------
    Costs and Operating Expenses:
      Cost of revenues                        7,525      32,680      40,205
      Selling, general, and
        administrative expenses               3,616      13,540      17,156
      Research and development expenses         311       1,228       1,539
                                            -------     -------     -------
                                             11,452      47,448      58,900
                                            -------     -------     -------
    Operating Income (Loss)                    (436)      2,668       2,232
    Interest Income                               -          25          25
    Interest Expense                              -        (572)       (572)
    Other Income                                  -         635         635
                                            -------     -------     -------
    Income (Loss) Before
      Provision for Income Taxes               (436)      2,756       2,320
    Provision for Income Taxes                   74       1,496       1,570
                                            -------     -------     -------
    Net Income (Loss)                       $  (510)    $ 1,260     $   750
                                            =======     =======     =======

    12. Unaudited Quarterly Information

    (In thousands except per share amounts)

    1996                           First     Second        Third      Fourth
    ------------------------------------------------------------------------
    Revenues                     $16,697    $17,331     $17,518     $18,481
    Gross profit                   6,451      7,145       7,019       7,549
    Net income                       742      1,460       1,346       1,604
    Earnings per share               .11        .15         .14         .16

    1995                           First     Second        Third      Fourth
    ------------------------------------------------------------------------
    Revenues                     $16,457    $17,116     $17,460     $16,441
    Gross profit                   6,410      6,998       6,339       6,710
    Net income                       708      1,120       1,004         998
    Earnings per share               .10        .16         .14         .14
                                        22PAGE
<PAGE>
    Thermo Sentron Inc.                          1996 Financial Statements

                    Report Of Independent Public Accountants


    To the Shareholders and Board of Directors of Thermo Sentron Inc.:

        We have audited the accompanying consolidated balance sheet of Thermo
    Sentron Inc. (a Delaware corporation and 71%-owned subsidiary of
    Thermedics Inc.) and its subsidiaries as of December 28, 1996, and
    December 30, 1995, and the related consolidated statements of income,
    shareholders' investment, and cash flows for the years ended December 28,
    1996, and December 30, 1995, and for the period from March 16, 1994,
    through December 31, 1994. These consolidated financial statements are
    the responsibility of the Company's management. Our responsibility is to
    express an opinion on these consolidated financial statements based on
    our audits.
        We conducted our audits in accordance with generally accepted
    auditing standards. Those standards require that we plan and perform the
    audit to obtain reasonable assurance about whether the consolidated
    financial statements are free of material misstatement. An audit includes
    examining, on a test basis, evidence supporting the amounts and
    disclosures in the financial statements. An audit also includes assessing
    the accounting principles used and significant estimates made by
    management, as well as evaluating the overall financial statement
    presentation. We believe that our audits provide a reasonable basis for
    our opinion.
        In our opinion, the consolidated financial statements referred to
    above present fairly, in all material respects, the financial position of
    Thermo Sentron Inc. and its subsidiaries as of December 28, 1996, and
    December 30, 1995, and the results of their operations and their cash
    flows for the years ended December 28, 1996, and December 30, 1995, and
    for the period from March 16, 1994, through December 31, 1994, in
    conformity with generally accepted accounting principles.



                                                Arthur Andersen LLP



    Boston, Massachusetts
    February 6, 1997


                                        23PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations

        Forward-looking statements, within the meaning of Section 21E of the
    Securities Exchange Act of 1934, are made throughout this Management's
    Discussion and Analysis of Financial Condition and Results of Operations.
    For this purpose, any statements contained herein that are not statements
    of historical fact may be deemed to be forward-looking statements.
    Without limiting the foregoing, the words "believes," "anticipates,"
    "plans," "expects," "seeks," "estimates," and similar expressions are
    intended to identify forward-looking statements. There are a number of
    important factors that could cause the results of the Company to differ
    materially from those indicated by such forward-looking statements,
    including those detailed immediately after this Management's Discussion
    and Analysis of Financial Condition and Results of Operations under the
    caption "Forward-looking Statements."

    Overview

        The Company designs, develops, manufactures, and sells high-speed
    precision-weighing and inspection equipment for industrial production and
    packaging lines. The Company serves two principal markets: packaged goods
    and bulk materials. The Company's products for the packaged-goods market
    include a broad line of checkweighing equipment and metal detectors that
    can be integrated at various stages in production lines for process
    control and quality assurance. These products are sold to customers in
    the food-processing, pharmaceutical, mail-order, and other diverse
    industries. The Company's bulk-materials product line includes
    conveyor-belt scales, solid level-measurement and conveyor-monitoring
    devices, and sampling systems. These products are sold primarily to
    customers in the mining and material-processing industries, as well as to
    electric utilities, chemical, and other manufacturing companies.
        Prior to March 16, 1994, the Company was operated as a wholly owned
    subsidiary of Baker Hughes Incorporated (Baker Hughes). During the time
    that Baker Hughes owned the Company, the Company's European subsidiaries
    had a high cost structure relative to their sales. This high cost
    structure resulted in losses at the Company's European subsidiaries which
    could not be offset with income from the United States and other sources
    for tax purposes. Consequently, the Company's tax rate was significantly
    higher than statutory rates. Shortly after its purchase by Thermedics
    Inc. (Thermedics) in March 1994, the Company's management initiated a
    restructuring program to reduce its costs. This restructuring involved
    reducing the Company's manufacturing overhead through the outsourcing of
    noncritical manufacturing, as well as staff reductions, particularly at
    its European subsidiaries. In 1996 and 1995, the Company's foreign
    operations contributed income before provision for taxes at levels
    comparable to those of the Company's domestic operations (Note 10). In
    connection with the acquisition of the Company by Thermedics, the Company
    ceased to distribute a line of alloy analyzers (the TN product line). In
    January 1995, this distributorship was transferred to Thermo Instrument
    Systems Inc. (Thermo Instrument), a majority-owned subsidiary of Thermo
    Electron Corporation (Thermo Electron), at book value. The Company
    recorded $3.1 million of revenues from the TN product line in the twelve
    months ended December 31, 1994.
                                        24PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                       
    Overview (continued)

        A portion of the Company's revenues are generated from large orders
    for the Company's sampling systems. This equipment has a high percentage
    of subcontracted costs, particularly for steel and steel fabrication,
    which results in lower gross profit margins than for the Company's other
    products. The timing of the sales of this equipment can lead to
    variability in the Company's quarterly revenues and income. In addition,
    over 60% of the Company's revenues in 1996 were derived from sales of
    products outside the United States, through export sales and sales by the
    Company's foreign subsidiaries. The Company expects an increase in the
    percentage of its revenues derived from international operations.
    Although the Company seeks to charge its customers in the same currency
    as its operating costs, the Company's financial performance and
    competitive position can be affected by currency exchange rate
    fluctuations affecting the relationship between the U.S. dollar and
    foreign currencies.

    Results of Operations

    1996 Compared With 1995
        Revenues were $70.0 million in 1996, compared with $67.5 million in
    1995, an increase of 4%. The increase in revenues primarily reflects the
    inclusion of $6.7 million in revenues from Hitech Electrocontrols Limited
    (Hitech), acquired in January 1996, and the solids flow-measurement
    product line of Endress + Hauser (Endress + Hauser), purchased in April
    1996. This increase was offset in part by a $3.2 million decrease in U.S.
    revenues from existing product lines. U.S. revenues decreased due to
    lower demand resulting from a reduction in capital spending by major food
    suppliers, caused by higher grain prices and breakfast cereal price wars,
    and the inclusion of $1.8 million in revenues in 1995 from the sale of a
    large sampling system to a customer in Taiwan.
        The gross profit margin increased to 40% in 1996 from 39% in 1995,
    primarily due to sales from the higher-margin Endress + Hauser product
    line.
        Selling, general, and administrative expenses as a percentage of
    revenues increased to 27% in 1996 from 26% in 1995, primarily due to
    increased selling and marketing expenses for newly introduced products
    and the Endress + Hauser products. Research and development expenses were
    relatively unchanged at 2.7% of revenues in 1996 and 2.8% of revenues in
    1995.
        Interest income increased to $1.5 million in 1996 from $0.2 million
    in 1995, primarily due to interest earned on the invested proceeds from
    the Company's April 1996 initial public offering of common stock       
    (Note 4). Interest expense decreased to $0.6 million in 1996 from $0.9
    million in 1995 due to the repayment of a note payable and a reduction in
    short-term borrowings. Interest expense includes interest on borrowings
    at the Company's foreign subsidiaries and on a credit facility
    denominated in British pounds sterling.
        The effective tax rate was 38% in 1996, compared with 40% in 1995.
    The effective tax rates exceed the statutory federal income tax rate due

                                        25PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations

    1996 Compared With 1995 (continued)
    primarily to the impact of state income taxes and foreign tax rate and
    tax law differences. 

    1995 Compared With 1994
        Revenues were $67.5 million in 1995, compared with $61.1 million in
    the twelve months ended December 31, 1994 (Note 11), an increase of $6.4
    million or 10%. Revenues increased $2.8 million primarily due to the
    inclusion of revenues for the entire 1995 period from Tecno Europa,
    acquired in July 1994. In addition, revenues increased in 1995 as a
    result of $3.6 million in higher sales of the Company's packaged-goods
    products due to increased demand, the inclusion of a $1.8 million
    sampling system order from a customer in Taiwan, and a $1.1 million
    increase due to the weakness of the U.S. dollar relative to foreign
    currencies in countries where the Company operates. These increases were
    partially offset by a $3.1 million decline in revenues in 1995 due to the
    transfer of the TN product line.
        The gross profit margin increased to 39% in 1995 from 34% in the
    twelve months ended December 31, 1994, primarily due to a reduction in
    workforce and other cost savings as a result of the restructuring of the
    Company's operations during 1994, after the Company was acquired by
    Thermedics.
        Selling, general, and administrative expenses as a percentage of
    revenues decreased to 26% in 1995 from 28% in the twelve months ended
    December 31, 1994, due to the increased revenues in 1995 and a reduction
    in general and administrative expenses as part of the restructuring of
    the Company's operations in 1994. These decreases were offset in part by
    an increase in amortization of cost in excess of net assets of acquired
    companies during 1995 as a result of the acquisition of the Company by
    Thermedics. Research and development expenses as a percentage of revenues
    increased to 2.8% in 1995 from 2.5% in the twelve months ended December
    31, 1994, due to the higher rate of research and development expenditures
    at Tecno Europa.
        Interest expense increased to $0.9 million in 1995 from $0.6 million
    in the twelve months ended December 31, 1994. Interest expense includes
    interest on borrowings at the Company's foreign subsidiaries incurred to
    refinance intercompany borrowings from Thermedics, which were made in
    connection with the acquisition of the Company by Thermedics. Interest
    expense also includes borrowings related to the purchase of Tecno Europa
    in 1994. The increase in interest expense in 1995 results from a full
    year of interest expense on the foreign borrowings related to the
    acquisition of the Company, offset in part by lower outstanding
    borrowings.
        Other income of $0.6 million in the twelve months ended December 31,
    1994, represents a foreign-exchange gain on the repayment of intercompany
    borrowings from Thermedics.
        The effective tax rate was 40% in 1995, compared with 68% in the
    twelve months ended December 31, 1994. The effective tax rates exceed the
    statutory federal income tax rate primarily due to the impact of state
    income taxes in 1995, and to the inability to provide a tax benefit on
    losses incurred at certain foreign subsidiaries, primarily in Germany,

                                        26PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                     Management's Discussion And Analysis of
                  Financial Condition and Results of Operations
                                    
    1995 Compared With 1994 (continued)
    France, and Italy, and the impact of state income taxes in 1994. As
    discussed in "Overview," the Company experienced losses at several
    foreign subsidiaries through 1994 as a result of a historically high cost
    structure. The Company took measures to reduce these losses following the
    1994 acquisition of the Company by Thermedics.

    Liquidity and Capital Resources

        Consolidated working capital was $41.4 million at December 28, 1996,
    compared with negative $0.9 million at December 30, 1995. Included in
    working capital are cash, cash equivalents, and available-for-sale
    investments of $34.8 million at December 28, 1996, compared with $3.0
    million at December 30, 1995.
        During 1996, operating activities provided cash of $3.5 million, net
    of $3.8 million of cash used to fund an increase in accounts receivable
    during the year, primarily as a result of unusually high U.S. sales in
    December 1996. A high level of cash receipts in December 1995 resulted in
    lower outstanding accounts receivable at year-end 1995.
        During 1996, the Company's primary investing activities, excluding
    purchases, sales, and maturities of available-for-sale investments,
    included acquisitions and capital expenditures. The Company acquired
    Hitech and the solids flow-measurement product line of Endress + Hauser
    in 1996 for approximately $8.9 million in cash (Note 3). The Hitech
    acquisition was financed with a credit facility denominated in British
    pounds sterling, and the product line purchase was financed with an
    advance from Thermo Electron. Both were repaid in April 1996 with
    proceeds received from the issuance of Company common stock. In March
    1997, the Company acquired substantially all of the assets of RCC
    Industrial Electronics Pty. Ltd., a manufacturer of in-motion
    checkweighers for the food and pharmaceutical industries, for
    approximately $1.0 million in cash and the assumption of certain
    liabilities. The Company expended $0.9 million for purchases of property,
    plant, and equipment in 1996, and plans to make capital expenditures of
    approximately $1.1 million in 1997.
        In April 1996, the Company sold 2,875,000 shares of its common stock
    in an initial public offering, for net proceeds of $42.3 million (Note
    4). The Company used part of the proceeds to repay approximately $12.6
    million in short-term borrowings from Thermo Electron and third parties.
        Although the Company expects to have positive cash flow from its
    existing operations, the Company may require significant amounts of cash
    for the acquisition of complementary businesses. The Company expects that
    it will finance any such acquisition through a combination of internal
    funds, additional debt or equity financing from the capital markets, or
    short-term borrowings from Thermedics or Thermo Electron, although it has
    no agreement with these companies to ensure that funds will be available
    on acceptable terms or at all. The Company believes that its existing
    resources are sufficient to meet the capital requirements of its existing
    businesses for the foreseeable future.
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<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                           Forward-looking Statements

        In connection with the "safe harbor" provisions of the Private
    Securities Litigation Reform Act of 1995, the Company wishes to caution
    readers that the following important factors, among others, in some cases
    have affected, and in the future could affect, the Company's actual
    results and could cause its actual results in 1997 and beyond to differ
    materially from those expressed in any forward-looking statements made
    by, or on behalf of, the Company.
        Risks Associated With Acquisition Strategy. The Company's strategy
    includes the acquisition of businesses and technologies that complement
    or augment the Company's existing product lines. Promising acquisitions
    are difficult to identify and complete for a number of reasons, including
    competition among prospective buyers and the need for regulatory
    approval, including antitrust approvals. There can be no assurance that
    the Company will be able to complete future acquisitions or that the
    Company will be able to successfully integrate any acquired business. In
    order to finance such acquisitions, it may be necessary for the Company
    to raise additional funds through public or private financings. Any
    equity or debt financing, if available at all, may be on terms that are
    not favorable to the Company and, in the case of equity financing, may
    result in dilution to the Company's stockholders.
        International Operations. Sales outside the United States accounted
    for more than 57% of the Company's total revenues in each of the last
    three years. The Company intends to continue to expand its presence in
    international markets. International revenues are subject to a number of
    risks, including the following: agreements may be difficult to enforce
    and receivables difficult to collect through a foreign country's legal
    system; foreign customers may have longer payment cycles; foreign
    countries may impose additional withholding taxes or otherwise tax the
    Company's foreign income, impose tariffs, or adopt other restrictions on
    foreign trade; fluctuations in exchange rates may affect product demand
    and adversely affect the profitability in U.S. dollars of products and
    services provided by the Company in foreign markets where payment for the
    Company's products and services is made in the local currency; U.S.
    export licenses may be difficult to obtain; and the protection of
    intellectual property in foreign countries may be more difficult to
    enforce. There can be no assurance that any of these factors will not
    have a material adverse effect on the Company's business and results of
    operations.
        Government Regulations and Approvals. The market for certain of the
    Company's products, both in the United States and abroad, is subject to
    or influenced by various domestic and foreign clean air and consumer
    protection laws. The Company designs, develops, and markets its products
    to meet customer needs created by existing and anticipated regulations,
    and any changes in these regulations may adversely affect consumer demand
    for the Company's products. In addition, the marketing of certain of the
    Company's products is dependent upon the receipt of regulatory and other
    approvals, including industry association approvals of the design,
    construction, and accuracy of the Company's products. Delays in
    obtaining, or the failure to obtain, any such approvals could have a
    material adverse effect on the Company's business and results of
    operations.
        Competition. The Company encounters and expects to continue to
    encounter intense competition in the sale of its products. The Company

                                        28PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements

                           Forward-looking Statements

    believes that the principal competitive factors affecting the market for
    precision-weighing and inspection equipment include customer service and
    support, quality and reliability, price, accuracy, ease of use,
    distribution channels, technical features, compatibility with customers'
    manufacturing processes, and regulatory approvals. Certain of the
    Company's competitors have greater resources, manufacturing and marketing
    capabilities, technical staff, and production facilities than those of
    the Company. As a result, they may be able to adapt more quickly to new
    or emerging technologies and changes in customer requirements, or to
    devote greater resources to the promotion and sale of their products than
    can the Company. Competition could increase if new companies enter the
    market or if existing competitors expand their product lines.
        Technological Change and New Products. The market for precision-
    weighing and inspection equipment is characterized by changing
    technology, evolving industry standards, and new product introductions.
    The Company's future success will depend in part upon its ability to
    enhance its existing products and to develop and introduce new products
    and technologies to meet changing customer requirements. The Company is
    currently devoting significant resources to enhancing its existing
    products and developing new products and technologies. There can be no
    assurance that the Company will successfully complete the enhancement and
    development of these products in a timely fashion or that the Company's
    current or future products will satisfy the needs of the
    precision-weighing and inspection equipment market.
        Potential Fluctuations in Quarterly Performance. The Company's
    quarterly operating results may vary significantly depending on a number
    of factors, including the size, timing, and shipment of individual
    orders, seasonality of revenue, foreign currency exchange rates, the mix
    of products sold, and general economic conditions. Because the Company's
    operating expenses are based on anticipated revenue levels and a high
    percentage of the Company's expenses are fixed for the short term, a
    small variation in the timing of recognition of revenue can cause
    significant variations in operating results from quarter to quarter.




                                        29PAGE
<PAGE>
 Thermo Sentron Inc.                              1996 Financial Statements

                         Selected Financial Information

                           The Company (a)                Predecessor (a)
                   ------------------------------  ----------------------------
                                        March 16,   Oct. 1,
                                            1994,     1993,          Fiscal
 (In thousands                            through   through        Year Ended
                                                                ---------------
 except per                              Dec. 31, March 15,      September 30,
 share amounts)        1996 (b)    1995      1994      1994     1993       1992
 ------------------------------------------------------------------------------
 Statement of
  Income Data:
 Revenues          $ 70,027   $ 67,474   $ 50,116  $ 24,300$ 58,641   $ 60,839
 Net income
   (loss)             5,152      3,830      1,260    (1,269)     991     1,139
 Earnings per
   share                .56        .55        .18

 Balance Sheet
   Data:
 Working capital   $ 41,394   $   (853)  $   (250) $ 13,409$ 12,460   $ 12,404
 Total assets       107,186     61,960     62,527    28,494  29,191     30,917
 Long-term
   obligation             -          -      1,849         -       -          -
 Shareholders'
   investment        82,365     34,687     34,600    15,781  15,660     15,947

 (a) On March 16, 1994, Thermedics acquired the Predecessor from Baker Hughes.
     Periods prior to March 16, 1994, represent the results of Ramsey as
     included in Baker Hughes' financial statements. Periods subsequent to March
     15, 1994, represent the results of Ramsey as included in Thermedics'
     consolidated financial statements. The principal difference in the basis of
     accounting between the Predecessor and the Company relates to the cost in
     excess of net assets of acquired companies, the amortization of which
     approximates $860,000 per year.
 (b) Includes the net proceeds of the Company's initial public offering in April
     1996.






                                     30PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements


    Common Stock Market Information
        The following table shows the market range for the Company's common
    stock based on reported sales prices on the American Stock Exchange
    (symbol TSR) since March 27, 1996, the date the Company's common stock
    began trading on that exchange.

                                                           1996
                                                 -----------------------
    Quarter                                        High            Low
    --------------------------------------------------------------------
    First                                        $17            $16
    Second                                        16 3/4         15
    Third                                         16 1/8         11 5/8
    Fourth                                        13 1/2         10 1/2

       As of January 24, 1997, the Company had 72 holders of record of its
    common stock. This does not include holdings in street or nominee names.
    The closing market price on the American Stock Exchange for the Company's
    common stock on January 24, 1997, was $12 1/8 per share.

    Shareholder Services
        Shareholders of Thermo Sentron Inc. who desire information about the
    Company are invited to contact John N. Hatsopoulos, Chief Financial
    Officer, Thermo Sentron Inc., 81 Wyman Street, P.O. Box 9046, Waltham,
    Massachusetts 02254-9046, (617) 622-1111. A mailing list is maintained to
    enable shareholders whose stock is held in street name, and other
    interested individuals, to receive quarterly reports, annual reports, and
    press releases as quickly as possible. Beginning in 1997, quarterly
    distribution will be limited to the second quarter report only. All
    quarterly reports and press releases are available through the Internet
    from Thermo Electron's home page on the World Wide Web
    (http://www.thermo.com/subsid/tsr.html).

    Stock Transfer Agent
        American Stock Transfer & Trust Company is the stock transfer agent
    and maintains shareholder activity records. The agent will respond to
    questions on issuance of stock certificates, change of ownership, lost
    stock certificates, and change of address. For these and similar matters,
    please direct inquiries to:

        American Stock Transfer & Trust Company
        Shareholder Services Department
        40 Wall Street, 46th Floor
        New York, New York 10005
        (718) 921-8200

    Dividend Policy
        The Company has never paid cash dividends and does not expect to pay
    cash dividends in the foreseeable future because its policy has been to
    use earnings to finance expansion and growth. Payment of dividends will
    rest within the discretion of the Board of Directors and will depend
    upon, among other factors, the Company's earnings, capital requirements,
    and financial condition.

                                        31PAGE
<PAGE>
    Thermo Sentron Inc.                             1996 Financial Statements



    Form 10-K Report
        A copy of the Annual Report on Form 10-K for the fiscal year ended
    December 28, 1996, as filed with the Securities and Exchange Commission,
    may be obtained at no charge by writing to John N. Hatsopoulos, Chief
    Financial Officer, Thermo Sentron Inc., 81 Wyman Street, P.O. Box 9046,
    Waltham, Massachusetts 02254-9046.

    Annual Meeting
        The annual meeting of shareholders will be held on Monday, June 2,
    1997, at 1:30 p.m., at the Hyatt Regency Hotel, Hilton Head, South
    Carolina.







                                        32<PAGE>