-----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, CzLPPibkhPodXRpZPxC+rYSKuJRkdzU4zSEfBj4DAcC80D2lTeIfGHxI4tIZCnY/ ivNFDxtf4qKN1VLTSbT1XQ== 0001157523-08-005756.txt : 20080723 0001157523-08-005756.hdr.sgml : 20080723 20080723095616 ACCESSION NUMBER: 0001157523-08-005756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080723 DATE AS OF CHANGE: 20080723 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: 08964828 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 a5737573.htm 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: July 23, 2008
(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 July 23, 2008, 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 June 30, 2008.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits
 

99.1   Press Release dated July 23, 2008


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:

July 23, 2008


Exhibit Index

Exhibit

Description of Exhibits

 
99.1

Press Release of the Registrant dated July 23, 2008

EX-99.1 2 a5737573-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Thomas & Betts Corporation Reports Second Quarter 2008 Earnings

$2.54 Earnings Per Diluted Share Includes $1.63 Net Benefit from Sale of Equity Interest, Favorable Legal Settlement and Non-Cash Tax Charge

MEMPHIS, Tenn.--(BUSINESS WIRE)--Thomas & Betts Corporation (NYSE: TNB) today reported second quarter 2008 net earnings of $147.8 million or $2.54 per diluted share. Net earnings include a $1.74 per diluted share gain on the previously announced sale of the company’s minority interest in privately held Leviton Manufacturing Company as well as a $0.13 per diluted share benefit from recently settled legacy legal claims. Net income also includes an out-of-period, non-cash tax charge of $14.0 million ($0.24 per diluted share) related to deferred income taxes. In the second quarter of 2007, net earnings were $46.6 million or $0.80 per diluted share.

Second quarter net sales were $641.3 million, up $134.1 million or 26.4 percent compared to last year. Acquisitions contributed $114.1 million or 22.5 percent to the increase while foreign currency benefited sales by approximately $18 million or four percent. Commodity- and energy-related price increases offset lower underlying sales volumes in markets affected by the slowdown in residential construction.

“Thomas & Betts delivered a strong financial performance in the second quarter with excellent margin performance in our underlying businesses and continuing improvement in our acquired businesses,” said Dominic J. Pileggi, chairman and chief executive officer. “Segment earnings were a robust 20 percent of sales despite slight volume declines in our base electrical business and higher commodity and energy costs.

“Our well-balanced product portfolio and proven operating discipline - coupled with the anticipated savings from acquisition integration activities - leave us confident in the ability of our businesses to deliver strong earnings for the full year 2008.”

Second quarter 2008 gross profit was $200.0 million or 31.2 percent of sales, up from 30.5 percent of sales in the prior-year period largely as a result of acquisitions.

Selling, general and administrative (SG&A) expense was $100.5 million or 15.7 percent of sales compared to $84.5 million or 16.6 percent of sales last year. The decrease as a percent of sales reflects the $12 million benefit from the legal settlement. Second quarter 2008 SG&A also includes approximately $7 million of acquisition-related depreciation and amortization expenses.


Second quarter 2008 earnings from operations were up $29.2 million to $99.5 million from $70.3 million in the prior-year period. The increase was due primarily to acquisitions and the legal settlement benefit.

Year-over-year net interest expense increased $8.3 million in the second quarter, largely as a result of funding for acquisitions.

The effective income tax rate in the second quarter was 42.3 percent, a significant increase from last year’s 31.0 percent rate due to the gain on the sale of the company’s minority interest in Leviton Manufacturing Company and the previously noted out-of-period, non-cash tax charge.

SEGMENT RESULTS

Reportable segment earnings increased 27.6 percent to $127.5 million in the second quarter 2008, reflecting the impact of the acquisitions. As a percent of sales, segment earnings were 19.9 percent compared to 19.7 percent last year. Improved performance in the underlying electrical business benefited segment earnings as a percent of sales.

Second quarter Electrical segment sales increased $132.8 million, or 31.8 percent, to $550.8 million compared to the second quarter 2007. Acquisitions contributed $114.1 million or 27.3 percent while foreign currency benefited sales by approximately $17 million or four percent. Commodity- and energy-related price increases offset lower underlying sales volumes in markets affected by the slowdown in residential construction such as retail, utility distribution and light commercial construction.

Second quarter 2008 Electrical segment earnings were $110.8 million or 20.1 percent of sales. This compares to $84.9 million or 20.3 percent of sales last year. Acquisitions contributed $21.8 million of the $25.9 million earnings increase and had a dampening impact on Electrical segment earnings as a percent of sales.

Sales in the Steel Structures segment were $56.4 million, approximately flat with the prior-year period. Segment earnings were $10.5 million, or 18.7 percent of sales compared to $10.0 million or 17.4 percent of sales in the second quarter 2007. Improved project mix led to the earnings increase.

HVAC segment sales increased 6.1 percent to $34.1 million in the second quarter 2008 due to the favorable impact of price increases taken to offset higher operating costs and foreign currency. HVAC segment earnings were $6.2 million or 18.1 percent of sales, compared to $5.1 million or 15.9 percent of sales last year. Improved pricing and product mix contributed to stronger segment earnings.

Corporate expense reflects the previously noted $12 million benefit from the legal settlement.


FIRST HALF RESULTS

For the six months ended June 30, 2008, net sales increased by $255.0 million, or 26.0 percent, to $1,236.8 million compared to $981.8 million in the first half of 2007. Acquisitions contributed $222.8 million or 22.7 percent to the increase while foreign currency benefited sales by approximately $40 million or four percent for the first half of 2008. Underlying sales volumes declined slightly year over year as demand for industrial products did not fully offset weakness in markets affected by the slowdown in residential construction.

Reportable segment earnings were $239.3 million, up 24.3 percent compared to $192.5 million in the first half of 2007. Acquisitions contributed $38.8 million of the $46.8 million increase. As a percent of sales, segment earnings were 19.4 percent in 2008, essentially flat with 2007.

First half 2008 net earnings were $186.1 million or $3.20 per diluted share including the $1.63 per diluted share net benefit from the previously noted Leviton sale, favorable legal settlement and non-cash tax charge. Net earnings also included $0.04 per share of non-recurring, acquisition-related expenses and $0.14 per share of acquisition-related amortization expense. In the first half of 2007, net earnings were $83.7 million or $1.42 per diluted share which included an $0.08 per diluted share legal charge.

BALANCE SHEET HIGHLIGHTS

Thomas & Betts ended the second quarter 2008 with $665 million in total debt, down from $811 million at year end 2007. At June 30, 2008, cash was $288 million compared to $150 million at December 31, 2007.

Major sources of cash in the first half of 2008 included the gross proceeds from the sale of the company’s minority interest in Leviton Manufacturing Company. Major uses of cash in 2008 included the repayment of $115 million of notes in the second quarter and approximately $90 million for two acquisitions completed in the first quarter.

2008 DIRECTIONAL GUIDANCE

“On balance, we believe that current market conditions will continue in the second half and that demand in industrial markets will help offset weakness in residential construction-related markets,” said Pileggi. “In addition, commodity- and energy-related price increases will be more significant in the second half.

“We remain confident that our core businesses and acquisitions will continue to deliver strong earnings growth. We are raising our full year earnings guidance to $5.50 to $5.65 per diluted share, primarily due to the $1.50 net benefit related to the gain from the Leviton sale and non-cash tax charge. The increased guidance also includes approximately $0.07 per share for the benefit of lower net interest expense and a lower effective income tax rate. Previously our guidance was $3.93 to $4.08 per share including the $0.13 per diluted share gain from the legal settlement.”


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 highly engineered steel structures used, among other things, for utility transmission. Headquartered in Memphis, Tenn., the company has manufacturing, distribution and office facilities worldwide. In 2007, Thomas & Betts reported net sales of $2.1 billion.

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

Impact of 2007 and 2008 Acquisitions

CAUTIONARY STATEMENT

This press release includes forward-looking statements that are 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, 2007 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 second quarter 2008 results on Wednesday, July 23, 2008 at 11:00 am ET (10:00 am CT). To access the call, please call 201-689-8341. The call can also be accessed via the Thomas & Betts corporate website at www.tnb.com. The conference call will be recorded and available for replay through 12:00 midnight ET on Wednesday, July 30, 2008. To access the replay, please call 201-612-7415, account number 9517, pass code 290715.


THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
                   
Quarter Ended Year to Date
 
June 30, June 30, June 30, June 30,
2008 2007 2008 2007
 
 
Net sales $ 641,317 $ 507,238 $ 1,236,821 $ 981,790
 
Cost of sales   441,342     352,431     850,585     682,118  
Gross profit 199,975 154,807 386,236 299,672
Gross profit - % of net sales 31.2 % 30.5 % 31.2 % 30.5 %
 
Selling, general and administrative 100,489 84,532 216,774 171,861
Selling, general and administrative - % of net sales 15.7 % 16.6 % 17.5 % 17.5 %
               
 
Earnings from operations 99,486 70,275 169,462 127,811
Earnings from operations - % of net sales 15.5 % 13.9 % 13.7 % 13.0 %
 
Interest expense, net (11,768 ) (3,446 ) (24,100 ) (6,997 )
Other (expense) income, net (670 ) 640 (1,947 ) 480
Gain on sale of equity interest   169,684     -     169,684     -  
 
Earnings before income taxes 256,732 67,469 313,099 121,294
 
Income tax provision 108,692 20,916 126,898 37,601
Effective tax rate   42.3 %   31.0 %   40.5 %   31.0 %
 
Net earnings from continuing operations 148,040 46,553 186,201 83,693
 
Loss from discontinued operations, net   (200 )   -     (109 )   -  
 
Net earnings $ 147,840   $ 46,553   $ 186,092   $ 83,693  
 
Basic earnings per share:
Continuing operations $ 2.56 $ 0.81 $ 3.22 $ 1.44
Discontinued operations   -     -     -     -  
Net earnings $ 2.56   $ 0.81   $ 3.22   $ 1.44  
 
 
Diluted earnings per share:
Continuing operations $ 2.54 $ 0.80 $ 3.20 $ 1.42
Discontinued operations   -     -     -     -  
Net earnings $ 2.54   $ 0.80   $ 3.20   $ 1.42  
 
Average shares outstanding:
Basic 57,819 57,649 57,788 58,191
Diluted 58,246 58,459 58,230 58,980
 

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Segment Information
(In thousands)
(Unaudited)
               
Quarter Ended Year to Date
 
June 30, June 30, June 30, June 30,
2008 2007 2008 2007
 
Net sales:
Electrical $ 550,795 $ 418,033 $ 1,059,565 $ 807,199
Steel Structures 56,431 57,082 108,391 110,112
HVAC   34,091     32,123     68,865     64,479  
 
Total net sales $ 641,317   $ 507,238   $ 1,236,821   $ 981,790  
 
 
Segment earnings:
Electrical $ 110,826 $ 84,892 $ 206,947 $ 161,736
Steel Structures 10,545 9,955 20,587 19,945
HVAC   6,160     5,123     11,795     10,812  
 
Total reportable segment earnings $ 127,531   $ 99,970   $ 239,329   $ 192,493  
 
Corporate expense (3,572 ) (13,852 ) (16,834 ) (31,294 )
Depreciation and amortization expense (21,158 ) (12,772 ) (43,198 ) (25,116 )
Share-based compensation expense (3,315 ) (3,071 ) (9,835 ) (8,272 )
Interest expense, net and other (expense) income, net (12,438 ) (2,806 ) (26,047 ) (6,517 )
Gain on sale of equity interest   169,684     -     169,684     -  
 
Earnings before income taxes $ 256,732   $ 67,469   $ 313,099   $ 121,294  
 
 
Segment earnings - % of net sales:
Electrical 20.1 % 20.3 % 19.5 % 20.0 %
Steel Structures 18.7 % 17.4 % 19.0 % 18.1 %
HVAC 18.1 % 15.9 % 17.1 % 16.8 %
Total 19.9 % 19.7 % 19.4 % 19.6 %
 

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
(Unaudited)
           
June 30, December 31,
2008 2007
 
ASSETS
 
Current assets:
Cash and cash equivalents $ 288,085 $ 149,926
Restricted cash 8,500 16,683
Receivables, net 339,652 280,948
Inventories 324,839 271,989
Other current assets 55,746 79,891
Assets of discontinued operations   101,401   106,478
Total current assets 1,118,223 905,915
 
Net property, plant and equipment 312,680 305,959
Goodwill 924,461 873,574
Other intangible assets 322,215 299,370
Investments in unconsolidated companies 5,360 115,300
Other assets   65,109   67,668
 
Total assets $ 2,748,048 $ 2,567,786
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
Current maturities of long-term debt $ 152,142 $ 116,157
Accounts payable 206,508 180,333
Accrued liabilities 158,377 143,606
Income taxes payable 100,281 10,731
Liabilities of discontinued operations   24,338   18,146
Total current liabilities 641,646 468,973
 
Long-term debt 512,364 695,048
Other long-term liabilities 163,837 174,831
 
Shareholders' equity   1,430,201   1,228,934
 
Total liabilities and shareholders' equity $ 2,748,048 $ 2,567,786
 

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
   
Year to Date
 
June 30, June 30,
2008 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 186,092 $ 83,693
Adjustments:
Depreciation and amortization 43,198 25,116
Share-based compensation expense 9,831 8,272
Gain on sale of equity interest (169,684 ) -
Changes in operating assets and liabilities, net (a):
Receivables (54,371 ) (52,440 )
Inventories (37,089 ) (4,351 )
Accounts payable 30,180 15,047
Accrued liabilities (17,773 ) 8,588
Income taxes payable 89,658 4,504
Lamson & Sessions change in control payments (12,685 ) -
Other   17,123     2,361  
Net cash provided by (used in) operating activities   84,480     90,790  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (18,690 )

 

(17,628 )
Purchases of businesses (90,571 ) -
Proceeds from sale of equity interest, net 280,000 -
Obligation from sale of equity interest 20,000 -
Restricted cash used for change in control payments 8,183 -
Other   245     296  
Net cash provided by (used in) investing activities   199,167  

 

  (17,332 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt, net (146,407 ) (197 )
Repurchase of common shares - (132,958 )
Stock options exercised 1,068 18,778
Other   583     5,062  
Net cash provided by (used in) financing activities   (144,756 )   (109,315 )
 
EFFECT OF EXCHANGE RATE ON CASH   (732 )   3,041  
 
Net increase (decrease) in cash and cash equivalents 138,159 (32,816 )
Cash and cash equivalents at beginning of period   149,926     370,968  
Cash and cash equivalents at end of period $ 288,085   $ 338,152  
 
Cash payments for interest $ 26,921 $ 13,760
Cash payments for income taxes $ 27,468 $ 26,678
 
 
(a) Net of foreign exchange and acquisition effects
 

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Impact of 2007 and 2008 Acquisitions
(In thousands)
(Unaudited)
       
Impact on
Earnings from Operations
 
Quarter Ended Year to Date
June 30, June 30,
2008 2008
 
 
Net sales $ 114,137 $ 222,762
 
Cost of sales   76,441     150,534  
Gross profit 37,696 72,228
Gross profit - % of net sales 33.0 % 32.4 %
 
Selling, general and administrative 24,155 51,397
Selling, general and administrative - % of net sales 21.2 % 23.1 %
       
 
Earnings from operations $ 13,541   $ 20,831  
Earnings from operations - % of net sales 11.9 % 9.4 %
 
 
Additional Information (a)
 
Depreciation and amortization expense $ 8,150 $ 17,498
 
Share-based compensation expense $ 136 $ 451
 

(a) Excludes non-recurring acquisition integration and related expenses of $3.2 million incurred in the first quarter.

 

 

Impact on Electrical Segment Earnings

       

Quarter Ended

 

Year to Date

June 30, 2008

June 30, 2008
Base   Acquisitions

 

Total Base   Acquisitions   Total
 
 
Net sales $ 436,658 $ 114,137 $ 550,795 $ 836,803 $ 222,762 $ 1,059,565
 
 
Segment earnings $ 88,999 $ 21,827 $ 110,826 $ 168,167 $ 38,780 $ 206,947
Segment earnings - % of net sales 20.4 % 19.1 % 20.1 % 20.1 % 17.4 % 19.5 %
 

CONTACT:
Thomas & Betts
Tricia Bergeron, 901-252-8266
tricia.bergeron@tnb.com

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