-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSH7cy7fQJQdBpJeFVWyEvDuuyvLYPaJlie8fUmRn+vO/epJF3WN6fdPoF+o8CwK 73Y+xOm20B/nxZI8rn+IIg== 0001157523-07-010055.txt : 20071022 0001157523-07-010055.hdr.sgml : 20071022 20071022173012 ACCESSION NUMBER: 0001157523-07-010055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071022 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS & BETTS CORP CENTRAL INDEX KEY: 0000097854 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 221326940 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04682 FILM NUMBER: 071183820 BUSINESS ADDRESS: STREET 1: 8155 T&B BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: 9012525000 MAIL ADDRESS: STREET 1: 8155 T&B BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38125 8-K 1 a5524215.txt THOMAS & BETTS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 22, 2007 (Date of earliest event reported) THOMAS & BETTS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Tennessee (State or Other Jurisdiction of Incorporation) 1- 4682 22-1326940 (Commission File Number) (IRS Employer Identification No.) 8155 T&B Boulevard Memphis, Tennessee 38125 (Address of Principal Executive Offices)(Zip Code) (901) 252-8000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On October 22, 2007, Thomas & Betts Corporation, by a press release furnished as Exhibit 99.1 to this report, and incorporated herein by reference, announced the financial results for the fiscal quarter ended September 30, 2007. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated October 22, 2007 SIGNATURE 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 hereunto duly authorized. Thomas & Betts Corporation (Registrant) By: /s/ W. David Smith, Jr. --------------------------------- W. David Smith, Jr. Assistant General Counsel and Assistant Secretary Date: October 23, 2007 Exhibit Index Exhibit Description of Exhibits - ------- ----------------------- 99.1 Press Release of the Registrant dated October 22, 2007 EX-99.1 2 a5524215ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Thomas & Betts Corporation Reports Third Quarter 2007 Earnings Sales Increase 17 Percent, 7 Percent from Acquisitions; E.P.S. $0.88, Up 19 Percent MEMPHIS, Tenn.--(BUSINESS WIRE)--October 22, 2007--Thomas & Betts Corporation (NYSE: TNB) today reported third quarter 2007 net earnings of $51.3 million compared to net earnings of $44.5 million in the third quarter 2006. 2007 third quarter earnings were $0.88 per diluted share, up 18.9 percent compared to $0.74 per diluted share reported in the third quarter 2006. Third quarter 2007 net sales were $552.7 million, up 16.8 percent compared to $473.4 million in the prior-year period. Net sales were positively impacted by $33.6 million related to acquisitions completed in July 2007. In addition, higher sales volume in the company's core electrical products contributed significantly to the sales growth. Foreign currency benefited sales by approximately $11.5 million in the quarter. "Thomas & Betts again delivered a strong performance in the third quarter," said Dominic J. Pileggi, chairman and chief executive officer. "Each of our segments contributed to our robust underlying sales growth and significantly improved segment earnings. On a consolidated basis, earnings from operations were 14.8 percent of sales, up nearly a full percentage point over the third quarter last year. "In our core Electrical segment, we continue to see good activity in commercial construction markets as well as solid demand for industrial products. We also moved well down the path of integrating the Power Solutions, Joslyn Hi-Voltage and DTS businesses acquired during the quarter." Third quarter 2007 gross margin was 30.9 percent of sales, essentially flat with the prior-year period. Selling, general and administrative (SG&A) expense was $88.8 million, or 16.1 percent of sales, in the third quarter 2007, compared to $80.8 million or 17.1 percent of sales in the prior-year period. Earnings from operations were $82.0 million in the quarter, or 14.8 percent of sales, compared to 14.0 percent of sales last year. The previously mentioned acquisitions had a negligible net impact on earnings due, in part, to the amortization of acquisition-related intangible assets and other purchase accounting expenses. Interest expense, net increased to $5.8 million compared to $4.1 million last year, reflecting less interest income on lower cash balances due to the acquisitions completed in the quarter. The effective tax rate was 31 percent in the third quarter 2007, up from 29 percent in the prior-year period reflecting a net increase in U.S. income taxes. SEGMENT RESULTS Total segment earnings grew 20.0 percent year over year to $95.9 million in the third quarter. As a percent of sales, total segment earnings were 17.3 percent of sales, up from 16.9 percent in the third quarter 2006, driven by higher earnings as a percent of sales in each of the company's three business segments. Third quarter Electrical segment sales increased 18.5 percent to $461.6 million, including $33.6 million in sales related to the acquisitions completed in July 2007. Continued solid demand in commercial construction and industrial markets contributed significantly to the underlying sales improvement while foreign currency benefited the segment's sales by approximately $11.0 million in the quarter. Electrical segment earnings were $80.5 million in the quarter, up 20.7 percent year over year. As a percent of sales, segment earnings were 17.4 percent compared to 17.1 percent in the prior-year period, primarily reflecting higher sales. As previously noted, the recent acquisitions did not contribute meaningfully to the segment's third quarter earnings. Sales in the Steel Structures segment were $58.0 million in the quarter, up 8.3 percent compared to $53.5 million reported last year. Steel Structures segment earnings increased nearly 10 percent, to $10.0 million, reflecting the impact of higher sales volumes. As a percent of sales, segment earnings in the quarter were 17.2 percent, compared to 17.0 percent last year. Year-over-year HVAC segment sales increased nearly nine percent, to $33.2 million. Segment earnings increased nearly 32 percent to $5.4 million or 16.3 percent of sales, as a result of higher sales and improved operating efficiencies. YEAR-TO-DATE RESULTS For the nine months ended September 30, 2007, net sales increased 11.0 percent to $1.5 billion compared to $1.4 billion in the first nine months of 2006. Net sales were positively impacted by $33.6 million related to acquisitions completed in July 2007. Foreign currency benefited sales by approximately $24 million. Net earnings for the first nine months of 2007 were $134.9 million, or $2.30 per diluted share. This compares to net earnings of $124.3 million, or $2.01 per diluted share, in the prior-year period. 2007 earnings include the negative impact of $7 million of pre-tax expenses, or $0.08 per share, related to a legal settlement in the first quarter of 2007. BALANCE SHEET HIGHLIGHTS During the third quarter, Thomas & Betts completed acquisitions totaling approximately $300 million, which were funded from available cash resources. The company ended the quarter with approximately $105 million in cash. The company also ended the quarter with $388 million in total debt, essentially the same level as at year end 2006. In October 2007, Thomas & Betts increased the availability under its revolving credit facility to $750 million from $300 million in part to fund the company's pending acquisition of Lamson & Sessions (NYSE:LMS). This acquisition is expected to close in the fourth quarter. 2007 DIRECTIONAL GUIDANCE "We are very pleased with our year-to-date performance and the solid demand we continue to see in key markets," said Pileggi. "Given this, we expect sales for the full year 2007 to grow in the low-double-digit range including acquisitions and are reaffirming guidance for 2007 earnings in the range of $3.15 to $3.20 per diluted share. We continue to expect the earnings impact from the recently completed acquisitions to be negligible in 2007. In addition, any impact from our pending acquisition of Lamson & Sessions is not included in this guidance." CORPORATE OVERVIEW Thomas & Betts Corporation (www.tnb.com) is a leading designer and manufacturer of electrical components used in industrial, commercial, communications and utility markets. The company is also a leading producer of commercial heating and ventilation units and utility transmission structures. Headquartered in Memphis, Tenn., the company has manufacturing, distribution and office facilities worldwide. NOTE: The attached financial tables support the information in this news release: Consolidated Statements of Operations Segment Information Consolidated Balance Sheets Consolidated Statements of Cash Flows CAUTIONARY STATEMENT This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and are typically identified by terms such as "optimistic," "trend," "will," and "believe." These statements discuss business strategies, economic outlook and future performance. These forward-looking statements make assumptions regarding the company's operations, business, economic and political environment, including, without limitation, customer demand, government regulation, terrorist acts and acts of war. The actual results may be materially different from any future results expressed or implied by such forward-looking statements. Please see the "Risk Factors" section of the company's Form 10-K for the fiscal year ended December 31, 2006 for further information related to these uncertainties. The company undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events. CONFERENCE CALL AND WEBCAST INFORMATION Thomas & Betts will hold a conference call/webcast to discuss the company's third quarter 2007 results on Tuesday, October 23, 2007 at 11:00 am ET (10:00 am CT). To access the call, please call 201-689-8341. No confirmation code is required. The conference call will be recorded and available for replay through 12:00 midnight ET on Wednesday, October 31, 2007. To access the replay, please call 201-612-7415, account number 9517, pass code 257562. The call can also be accessed via the Thomas & Betts corporate website at www.tnb.com. THOMAS & BETTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Quarter Ended Year to Date ------------------- ----------------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2007 2006 2007 2006 --------- --------- ----------- ----------- Net sales $552,704 $473,401 $1,534,494 $1,383,082 Cost of sales 381,991 326,396 1,064,352 957,922 --------- --------- ----------- ----------- Gross profit 170,713 147,005 470,142 425,160 Gross profit - % of net sales 30.9% 31.1% 30.6% 30.7% Selling, general and administrative 88,759 80,780 260,620 241,080 Selling, general and administrative - % of net sales 16.1% 17.1% 16.9% 17.4% --------- --------- ----------- ----------- Earnings from operations 81,954 66,225 209,522 184,080 Earnings from operations - % of net sales 14.8% 14.0% 13.7% 13.3% Income from unconsolidated companies 7 35 250 570 Interest expense, net (5,759) (4,122) (12,756) (11,297) Other (expense) income, net (1,925) 484 (1,445) 1,647 --------- --------- ----------- ----------- Earnings before income taxes 74,277 62,622 195,571 175,000 Income tax provision 23,026 18,160 60,627 50,750 --------- --------- ----------- ----------- Net earnings $ 51,251 $ 44,462 $ 134,944 $ 124,250 ========= ========= =========== =========== Net earnings per share: Basic earnings per share $ 0.89 $ 0.75 $ 2.33 $ 2.05 ========= ========= =========== =========== Diluted earnings per share $ 0.88 $ 0.74 $ 2.30 $ 2.01 ========= ========= =========== =========== Average shares outstanding: Basic 57,544 59,573 58,004 60,686 Diluted 58,309 60,412 58,796 61,707 THOMAS & BETTS CORPORATION AND SUBSIDIARIES Segment Information (In thousands) (Unaudited) Quarter Ended Year to Date ------------------- ----------------------- Sept. 30, Sept. 30, Sept. 30, Sept.30, 2007 2006 2007 2006 --------- --------- ----------- ----------- Net sales: Electrical $461,585 $389,433 $1,268,784 $1,130,555 Steel Structures 57,959 53,516 168,071 157,701 HVAC 33,160 30,452 97,639 94,826 --------- --------- ----------- ----------- Total net sales $552,704 $473,401 $1,534,494 $1,383,082 ========= ========= =========== =========== Segment earnings: Electrical $ 80,491 $ 66,699 $ 218,547 $ 188,578 Steel Structures 9,976 9,076 27,758 24,421 HVAC 5,417 4,111 14,309 13,004 --------- --------- ----------- ----------- Total reportable segment earnings 95,884 79,886 260,614 226,003 Corporate expense (13,923) (13,626) (50,842) (41,353) Interest expense, net (5,759) (4,122) (12,756) (11,297) Other (1,925) 484 (1,445) 1,647 --------- --------- ----------- ----------- Earnings before income taxes $ 74,277 $ 62,622 $ 195,571 $ 175,000 ========= ========= =========== =========== Segment earnings - % of net sales: Electrical 17.4% 17.1% 17.2% 16.7% Steel Structures 17.2% 17.0% 16.5% 15.5% HVAC 16.3% 13.5% 14.7% 13.7% Total 17.3% 16.9% 17.0% 16.3% THOMAS & BETTS CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In thousands) (Unaudited) Sept. 30, Dec. 31, 2007 2006 -------------- ------------- ASSETS Current assets: Cash and marketable securities $ 104,921 $ 371,339 Receivables, net 295,324 204,270 Inventories 268,509 218,536 Other current assets 64,193 74,225 -------------- ------------- Total current assets 732,947 868,370 Net property, plant and equipment 278,598 267,200 Investments in unconsolidated companies 115,178 115,726 Other assets 869,919 578,927 -------------- ------------- Total assets $1,996,642 $1,830,223 ============== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 115,692 $ 719 Accounts payable 192,523 144,844 Accrued liabilities 137,363 102,966 -------------- ------------- Total current liabilities 445,578 248,529 Long-term debt 272,521 386,912 Other long-term liabilities 118,503 126,423 Shareholders' equity 1,160,040 1,068,359 -------------- ------------- Total liabilities and shareholders' equity $1,996,642 $1,830,223 ============== ============= THOMAS & BETTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) (Unaudited) Year to Date --------------------------- Sept. 30, Sept. 30, 2007 2006 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 134,944 $ 124,250 Adjustments: Depreciation and amortization 40,334 35,568 Deferred income taxes 15,811 18,663 Incremental tax benefits from share- based payments (6,104) (9,087) Changes in operating assets and liabilities, net (a): Receivables (53,131) (45,182) Inventories (9,951) (35,757) Accounts payable 11,539 1,019 Accrued liabilities 19,243 (5,448) Other 11,706 24,365 ------------- ------------- Net cash provided by (used in) operating activities 164,391 108,391 ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (26,377) (30,498) Purchases of businesses (304,855) (33,286) Marketable securities 133 291,714 Other 220 193 ------------- ------------- Net cash provided by (used in) investing activities (330,879) 228,123 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repurchase of common shares (132,958) (166,554) Stock options exercised 22,230 48,055 Repayment of long-term debt and other borrowings (266) (150,313) Incremental tax benefits from share-based payments 6,104 9,087 ------------- ------------- Net cash provided by (used in) financing activities (104,890) (259,725) ------------- ------------- EFFECT OF EXCHANGE RATE ON CASH 5,089 2,222 ------------- ------------- Net increase (decrease) in cash and cash equivalents (266,289) 79,011 Cash and cash equivalents at beginning of period 370,968 216,742 ------------- ------------- Cash and cash equivalents at end of period $ 104,679 $ 295,753 ============= ============= Cash payments for interest $ 18,803 $ 23,880 Cash payments for income taxes $ 41,511 $ 34,777 (a) Net of foreign exchange and acquisition effects CONTACT: Thomas & Betts Tricia Bergeron, 901-252-8266 tricia.bergeron@tnb.com -----END PRIVACY-ENHANCED MESSAGE-----