-----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, UsLUSDK+qVrGTfwe3BuElNEneX7jabanr9sYalzhYDiGvI/dV9Wghi0vJG2Y9XJo LeuPrHI8Oc6YuJS7NHkljg== 0000914760-04-000013.txt : 20040210 0000914760-04-000013.hdr.sgml : 20040210 20040210094906 ACCESSION NUMBER: 0000914760-04-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097886 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 610505332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05426 FILM NUMBER: 04579760 BUSINESS ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 8-K 1 t19339_8k21004.txt FEBRUARY 10, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) FEBRUARY 10, 2004 ----------------- THOMAS INDUSTRIES INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-5426 61-0505332 ------------------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 4360 BROWNSBORO ROAD, SUITE 300 LOUISVILLE, KENTUCKY 40207 ------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 502/893-4600 ------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release dated February 10, 2004 announcing fourth quarter and year-end results. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 10, 2004, Thomas Industries Inc. issued a press release announcing fourth quarter and year-end results. A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference. The information in this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference in any other filing under the Securities Exchange Act or Securities Act of 1933 except as shall be expressly set forth by specific reference to this Form 8-K in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THOMAS INDUSTRIES INC. (Registrant) By: /s/ Phillip J. Stuecker -------------------------------------- Phillip J. Stuecker, Vice President of Finance, Chief Financial Officer, and Secretary Dated: February 10, 2004 EX-99.1 3 t19339_x9921004.txt FEBRUARY 10, 2004 PRESS RELEASE N E W S RELEASE [GRAPHIC OMITTED] THOMAS INDUSTRIES INC. EXECUTIVE OFFICE 4360 Brownsboro Road, Suite 300 Louisville, Kentucky 40207-1603 502/893-4600 - Fax: 502/895-6618 Thomas Industries reports year-end sales and earnings Louisville, KY, February 10, 2004 - Thomas Industries Inc. (NYSE: TII) today reported record earnings for the year-ended December 31, 2003, on net sales that were an all time record for its pump and compressor business. Net income for the year was $37,314,000, or $2.12 per share, compared to $32,692,000, or $2.00 per share for the comparable period a year ago. Net income included a previously reported pre-tax gain of $2,272,000 included in the equity earnings from Genlyte Thomas Group LLC (GTG). Net sales for the year were $376,774,000, versus $240,602,000 a year ago. Net sales and net income for the year 2002 include only four months of contributions from Werner Rietschle GmbH & Company, which was acquired on August 29, 2002. Net sales for the fourth quarter of 2003 increased 17 percent, to $99,633,000, versus $85,376,000 in the comparable 2002 period. Net income for the quarter declined two percent, to $8,493,000, or $.48 per share, compared to $8,650,000, or $.49 per share a year ago. Sales were positively impacted in the fourth quarter and year by foreign exchange rate differences from the previous year's periods by $8,000,000 and $17,000,000, respectively. However, pre-tax earnings were negatively impacted by foreign exchange differences from the previous year's quarter by approximately $1,000,000. For the year, the pre-tax impact of foreign currency differences was a favorable $40,000. Timothy C. Brown, Chairman, President and Chief Executive Officer, commented, "Our fourth quarter operating income was negatively impacted by the continued strength of the euro and other currencies versus the dollar. In addition, we incurred costs of approximately $400,000 to relocate our Memmingen, Germany, premises to a new facility to allow for expansion. As previously announced, we began expensing stock options in the fourth quarter of 2003, and incurred a charge of $163,000. In the fourth quarter, corporate expense also included increases compared to the previous year involving personnel, legal and travel costs related to expansion activities in China, compliance with the Sarbanes-Oxley Act, and an increase in the Kentucky franchise tax." Brown added, "Operating income for the Pump and Compressor Group for the quarter (excluding Corporate expenses) increased 5.5 percent over the fourth quarter of 2002, with nice gains posted by our European and our Asia Pacific Groups. This was offset by a weaker performance in North America due to pricing pressures in the medical market and a decline in automotive sales." In commenting on the Company's lighting joint venture, Brown said, "We are pleased with the performance of GTG, as sales grew 6.6 percent for the year, despite tough market conditions. We recorded a nine percent increase in GTG equity earnings over the comparable quarter of 2002, and a 12 percent increase for the full year 2003, despite continued cost pressures." Brown added, "The Company recently announced the planned shutdown of its manufacturing facility in Wuppertal, Germany, with an anticipated cost for the first three quarters of 2004 of approximately $3,000,000. The Wuppertal product line will be transferred to our new Memmingen facility by the end of June 2004." In commenting on the outlook for the year, Brown said, "We are optimistic about the year ahead as we anticipate additional operational improvements within our pump and compressor business. Our priorities will be on growing sales and improving our operations with particular emphasis on reducing costs, improving on-time delivery and lowering our overall cost of quality." Thomas Industries Inc., headquartered in Louisville, Kentucky, designs, manufactures and markets Rietschle Thomas brand pumps and compressors for use in global OEM applications, supported by worldwide sales and service for key customer applications and end-user markets. High quality automotive component castings are also a key offering. Other products include Welch laboratory equipment and Oberdorfer bronze and high alloy liquid pumps. Thomas has wholly-owned operations in 21 countries, spanning five continents. The Company also owns a 32 percent interest in Genlyte Thomas Group LLC, the third largest lighting fixture manufacturer in North America. The statements in this press release with respect to future results and future expectations may be regarded as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and actual results may differ materially from those currently expected. They are subject to various risks, such as the ability of Thomas Industries and the joint venture to meet business sales goals, fluctuations in commodity prices, increased interest costs arising from a change in the companies' leverage or change in rates, the timing of the magnitude of capital expenditures, competitive pricing pressures, a slowing of the overall economy including interruptions to commerce resulting from wars or terrorist attacks, as well as other risks discussed in Thomas' filing with the Securities and Exchange Commission, including its Annual Report and 10-K for the year ended December 31, 2002. Thomas Industries makes no commitment to disclose any revisions to forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. # # # Thomas Industries Inc. Comparative Sales and Income (1) (In Thousands Except Per Share Data)
For the quarter ended December 31: % 2003 2002 Change ---- ---- ------ Net Sales $ 99,633 $ 85,376 16.7% Cost of Product Sold 66,079 55,758 ------------- ------------- Gross Profit 33,554 29,618 SG&A Expenses 27,949 22,706 Equity Income from Lighting (2) 8,493 7,782 ------------- ------------- Operating Income 14,098 14,694 -4.1% Interest Expense 1,174 1,279 Interest Income & Other -556 -135 ------------- ------------- Income Before Taxes 12,368 13,280 -6.9% Income Taxes 3,872 4,623 ------------- ------------- Net Income Before Minority Interest 8,496 8,657 Minority Interest, Net of Tax 3 7 ------------- ------------- Net Income $ 8,493 $ 8,650 -1.8% Net Income Per Share: --- Basic $ 0.49 $ 0.51 -3.9% --- Diluted $ 0.48 $ 0.49 -2.0% Dividends Per Share $ 0.095 $ 0.085 Weighted average number of common shares outstanding (3): --- Basic 17,261 17,102 --- Diluted 17,721 17,590 For the twelve months ended December 31: % 2003 2002 Change ---- ---- ------ Net Sales $376,774 $240,602 56.6% Cost of Products Sold 246,832 154,904 ------------- ------------- Gross Profit 129,942 85,698 SG&A Expenses 101,943 59,989 Equity Income from Lighting (4) (5) 32,138 28,804 ------------- ------------- Operating Income 60,137 54,513 10.3% Interest Expense 4,237 3,370 Interest Income & Other -221 22 ------------- ------------- Income Before Taxes 55,679 51,165 8.8% Income Taxes 18,340 18,452 ------------- ------------- Net Income Before Minority Interest 37,339 32,713 Minority Interest, Net of Tax 25 21 ------------- ------------- Net Income (6) $37,314 $32,692 14.1% Net Income Per Share: --- Basic $ 2.17 $ 2.06 5.3% --- Diluted $ 2.12 $ 2.00 6.0% Dividends Per Share $ 0.37 $ 0.34 Weighted average number of common shares outstanding (3): --- Basic 17,200 15,879 --- Diluted 17,570 16,375 For the quarter ended December 31: % 2003 2002 Change ---- ---- ------ Sales & Operating Revenues: Pump and Compressor $ 99,633 $ 85,376 16.7% Lighting -- -- ------------ ------------- Total $ 99,633 $ 85,376 16.7% Operating Income (Loss): Pump and Compressor $ 8,836 $ 8,372 5.5% Lighting (2) 8,493 7,782 9.1% Corporate -1,460 121.3% -3,231 ------------ ------------- Total $ 14,098 $ 14,694 -4.1% For the twelve months ended December 31: % 2003 2002 Change ---- ---- ------ Sales & Operating Revenues: Pump and Compressor $376,774 $240,602 56.6% Lighting -- -- ------------ ------------- Total $376,774 $240,602 56.6% Operating Income (Loss): Pump and Compressor $36,742 $31,675 16.0% Lighting (4) (5) 32,138 28,804 11.6% Corporate -8,743 -5,966 46.5% ------------ ------------- Total $60,137 $54,513 10.3% (1) Includes Rietschle results since August 29, 2002, date of acquisition. (2) Consists of equity income of $8,556,000 in 2003 and $7,833,000 in 2002 from our 32 percent interest in the Genlyte Thomas Group (GTG) joint venture less $63,000 in 2003 and $51,000 in 2002 related to expense recorded for Thomas Industries stock options issued to GTG employees. (3) As of February 6, 2004, the actual common shares outstanding are 17,300,808. (4) Includes a gain of $2,272,000 net of legal fees due to the settlement of GTG's patent infringement lawsuit against Acuity Brands and its Lithonia Lighting Division. (5) Consists of equity income of $32,409,000 in 2003 and $29,005,000 in 2002 from our 32 percent interest in the Genlyte Thomas Group (GTG) joint venture less $271,000 in 2003 and $201,000 in 2002 related to expense recorded for Thomas Industries stock options issued to GTG employees. (6) Includes the previously reported gain in GTG's patent infringement lawsuit against Acuity Brands and its Lithonia Lighting Division of approximately $1,400,000 or $.08 per share. THE FOREGOING UNAUDITED FIGURES HAVE BEEN APPROVED BY THE MANAGEMENT OF THOMAS INDUSTRIES INC. FOR OFFICIAL RELEASE ON THE DATE INDICATED.
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