-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GsOVhka5WFgWuPS85eQCwdEG03ENk6Zag6SI1kSb7HrhE3xw3dpzCx4usBOuxOr0 spgKoWqxNmZUmR4535FUXg== 0000097886-94-000012.txt : 19940817 0000097886-94-000012.hdr.sgml : 19940817 ACCESSION NUMBER: 0000097886-94-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097886 STANDARD INDUSTRIAL CLASSIFICATION: 3640 IRS NUMBER: 610505332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05426 FILM NUMBER: 94543065 BUSINESS ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 10-Q 1 THOMAS INDUSTRIES 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) _ /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR _ /_/ TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______________________to_________________________ Commission File Number 1-5426. THOMAS INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 61-0505332 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4360 Brownsboro Road, Louisville, Kentucky 40207 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 502/893-4600 Not applicable (Former name, former address, and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No The number of shares outstanding of issuer's Common Stock, $1 par value, as of August 5, 1994, was 10,065,678 shares. Page 1 of 8 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited)
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in Thousands Except Amounts Per Share) Three Months Ended Six Months Ended June 30 June 30 1994 1993 1994 1993 Net sales $117,288 $111,001 $226,679 $223,075 Cost of products sold 84,473 80,873 164,214 163,294 Gross profit 32,815 30,128 62,465 59,781 Other (income) expenses: Selling, general, and administrative expenses 26,362 25,232 51,876 51,190 Interest expense 2,351 2,610 4,778 5,216 Other (3,794) (75) (3,923) (222) Income before income taxes 7,896 2,361 9,734 3,597 Income tax provision 2,850 1,186 3,677 1,767 Net income $ 5,046 $ 1,175 $ 6,057 $ 1,830 Per Common Share amounts: Net income per share $.50 $.12 $.60 $.18 Dividends declared per share $.10 $.10 $.20 $.20 Average number of shares outstanding 10,055,580 10,037,590 10,052,803 10,024,534 See notes to condensed consolidated financial statements.
3
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) June 30 December 3 1994 1993* ASSETS Current assets Cash and cash equivalents $ 3,829 $ 2,364 Accounts receivable, less allowance (1994--$1,944; 1993--$1,763) 67,591 61,214 Inventories: Finished products 31,378 33,374 Raw materials 25,032 26,969 Work in process 11,129 11,821 67,539 72,164 Assets held for disposition 2,250 2,247 Deferred income taxes 5,841 7,031 Other current assets 8,195 7,810 Total current assets 155,245 152,830 Property, plant and equipment 144,416 146,923 Less accumulated depreciation and amortization 71,026 70,336 73,390 76,587 Intangible assets--less accumulated amortization 63,378 63,818 Other assets 12,521 9,525 Total assets $304,534 $302,760 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 10,399 $ 15,870 Accounts payable 24,420 24,562 Other current liabilities 34,717 31,726 Current portion of long-term debt 9,526 2,206 Total current liabilities 79,062 74,364 Deferred income taxes 8,588 8,342 Long-term debt (less current portion) 79,907 87,509 Minimum pension liability 4,322 4,322 Other long-term liabilities 3,473 3,174 Shareholders' equity Preferred Stock, $1 par value, 3,000,000 shares authorized--none issued Common Stock, $1 par value Shares authorized: 60,000,000 Shares issued: 1994--11,431,873; 1993--11,415,790 11,432 11,416 Capital surplus 117,410 117,264 Retained earnings 28,792 24,746 Minimum pension liability adjustment (3,241) (3,241) Equity adjustment from translation (2,231) (2,156) Less cost of treasury shares (1994 and 1993--1,366,695) (22,980) (22,980) 129,182 125,049 Total liabilities and shareholders' equity $304,534 $302,760 *Derived from the audited December 31, 1993, balance sheet. See notes to condensed consolidated financial statements.
4
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in Thousands) Six Months Ended June 30 1994 1993 Cash flows from operating activities: Net income $ 6,057 $ 1,830 Reconciliation of net income to net cash provided by (used in) operating activities: Depreciation and amortization 7,938 8,644 Deferred income taxes 245 105 Provision for losses on accounts receivable 588 (123) (Gain) loss on asset disposal (4,018) 130 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable (9,523) (13,996) Inventories 655 (5,133) Other current assets 2,228 (14) Accounts payable (5) 45 Accrued expenses and other liabilities 708 (1,217) Other 68 919 Net cash provided by (used in) operating activities 4,941 (8,810) Cash flows from investing activities: Purchases of property, plant, and equipment (7,106) (7,360) Proceeds from sale of property, plant, and equipment 12,448 -0- Net cash provided by (used in) investing activities 5,342 (7,360) Cash flows from financing activities: (Payments on) proceeds from short-term debt (6,326) 17,012 Payments on long-term debt (561) (1,006) Dividends paid (2,011) (2,002) Other 80 14 Net cash (used in) provided by financing activities (8,818) 14,018 Increase (decrease) in cash and cash equivalents 1,465 (2,152) Cash and cash equivalents at beginning of year 2,364 3,539 Cash and cash equivalents at end of period $ 3,829 $ 1,387 See notes to condensed consolidated financial statements.
5 THOMAS INDUSTRIES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note A -- Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The results of operations for the six-month period ended June 30, 1994, are not necessarily indicative of the results that may be expected for the year ending December 31, 1994. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. Note B -- Contingencies In the normal course of business, the Company and its subsidiaries are parties to litigation. Management believes that these matters will be resolved with no materially adverse impact on the financial position of the Company. Note C -- Divestitures On March 4, 1994, the Company announced the sale of its Oliver-MacLeod Division in Gravenhurst, Ontario, Canada, to Security Chimneys Ltd. of Laval, Quebec, Canada. Oliver-MacLeod manufactures factory-built chimneys and zero clearance fireplaces. No gain or loss resulted from the transaction. On April 20, 1994, and May 27, 1994, respectively, the Company sold its Portland Willamette and Builders Brass Works Divisions. Portland Willamette manufactures fireplace screens and related accessories. Builders Brass Works manufactures architectural hardware and door controls. These transactions resulted in a pretax gain of $4,175,000 and a net gain of $3,000,000, or $.30 per share. All three of these divested divisions were grouped as "Other" for reporting purposes. 6 Item 2. Management's Discussion and Analysis Net sales during the second quarter ended June 30, 1994, increased 6% over the second quarter 1993 to $117.3 million. For the six months ended June 30, 1994, net sales were 2% higher than the first half of 1993. As of May 27, 1994, the Company completed its divestment of businesses outside the two core segments, Lighting and Compressors and Vacuum Pumps. The sales and operating income of these smaller businesses are not considered material to current results or future trends. Lighting Segment sales were up 8% for the second quarter over 1993, due to improved volume in both the U.S. and Canadian lighting markets, recovering from a slow first quarter with year-to-date sales within 1% of 1993 first-half levels. The Compressor and Vacuum Pump Segment sales increased 14% and 16% for the current quarter and year to date, respectively, over 1993. This represents the highest level of sales for any quarter or six-month period in the Company's history for this Segment, as unit sales volume continues to grow due to expanded applications of existing products as well as newly developed products. Net income for the 1994 second quarter and first half of $5.0 million and $6.1 million, respectively, includes a net after-tax gain of $3.0 million from the sale of the two remaining non-core businesses during the second quarter, as mentioned above and a $.4 million gain due to LIFO inventory layer reductions. Exclusive of the $3.0 million gain, net income improved 74% and 67% over the second quarter and first six months of 1993, respectively, due primarily to the record sales and earnings from the Compressor and Vacuum Pump Segment in both periods. Operating income within the Lighting Segment also improved for the second quarter over last year due to improved sales levels, particularly within the U.S. and Canadian Outdoor Lighting operations. Year-to-date 1994 operating results for Lighting remain just slightly behind 1993 results due to the weak first quarter 1994 sales performance. Cost of products sold as a percent of sales improved to 72.0% and 72.4% of sales for the second quarter and six months to date, respectively, for 1994 versus 72.9% and 73.2% for the comparable 1993 periods. This improvement is due primarily to the increasing mix of Compressor and Vacuum Pump sales and margins to the total, as gross margins within the Lighting Segment have remained unchanged from 1993 to 1994. Selling, general, and administrative costs were slightly lower as a percent of sales for the second quarter 1994, at 22.5% versus 22.7% for 1993, due substantially to the relatively fixed nature of most of these costs over the higher sales volume. Year-to-date sales and general and administrative costs remained at approximately the same level as 1993, at 22.9%. Interest expense for the second three months of 1994 was 10% below 1993, with the first six months of 1994 down 8% compared to 1993 due in part to the benefit of lower short-term rates in Europe and the effect of additional reduction of long-term debt. Working capital of $76,183,000 at June 30, 1994, is lower as compared to $78,466,000 at December 31, 1993, partly due to the reclassifica- tion of $7.7 million of long-term debt to current portion due in 7 Item 2. Management Discussion and Analysis--Continued January 1995. Accounts receivable levels have increased due to seasonal factors over 1993 but are 4% below June 30, 1993, levels. Inventories have been reduced by 6.4% from December 1993 levels and are 12% below June 30, 1993, due in part to the elimination of the divisions sold as mentioned above as well as a concerted effort having been made to reduce inventory levels within the Lighting Segment. Notes payable to banks have decreased from the December 31, 1993, levels due to improved cash flow and the proceeds from the divestitures. The current ratio was 1.96 at June 30, 1994, compared to 2.06 at December 31, 1993. Certain loan agreements of the Company include restrictions on working capital, operating leases, tangible net worth, and the payment of cash dividends and stock distributions. Under the most restrictive of these arrangements, retained earnings of $12.5 million are not restricted at June 30, 1994. As of June 30, 1994, the Company had available credit of $68 million with banks under short-term borrowing arrangements and a revolving line of credit, $59 million of which was available as of June 30, 1994. Anticipated funds from operations, along with available short- term credit and other resources, are expected to be sufficient to meet cash requirements in the year ahead. Cash in excess of operating requirements will continue to be invested in high grade, short-term securities. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (4) Note Agreement dated January 19, 1990, by and among the Company and its Day-Brite Lighting, Inc., subsidiary, Allstate Life Insurance Company, and other investors, as filed as Exhibit 4 to Form 10-K filed March 22, 1990, herein incorporated by reference. Copies of debt instruments for which the related debt is less than 10 percent of consolidated total assets will be furnished to the Commission upon request. 8 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 thereunto duly authorized. THOMAS INDUSTRIES INC. Registrant /S/ Phillip J. Stuecker Phillip J. Stuecker, Vice President and Chief Financial Officer Date August 11, 1994 -----END PRIVACY-ENHANCED MESSAGE-----