-----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, TTeVNlnCpSehQo7CXolG5tPR7OCrpKJTGKNKZC0iMPM/6KEeB/Zt3pOhMVU97PDn FVtBmMuMRfqhyRMFlZNsyA== 0000914760-04-000140.txt : 20040813 0000914760-04-000140.hdr.sgml : 20040813 20040813112742 ACCESSION NUMBER: 0000914760-04-000140 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040731 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05426 FILM NUMBER: 04972454 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/A 1 t19339_8k804.txt AUGUST 13, 2004 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2004 (Previously reported as August 2, 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 2. Acquisition or Disposition of Assets On July 31, 2004, Thomas Industries Inc. (the "Company" or "Thomas") completed the sale of its 32% joint venture interest in Genlyte Thomas Group LLC (GTG) to the Genlyte Group Incorporated for approximately $400 million, which is an estimate that will not be finalized until March 2005 due to tax considerations. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information The Unaudited Pro Forma Consolidated Statements of Income set forth below give the effect to the sale of GTG (described in ITEM 2 above) as if the sale had occurred at the beginning of each period presented. The Unaudited Pro Forma Consolidated Condensed Balance Sheet at June 30, 2004 includes adjustments to reflect an estimated after-tax gain of approximately $84.6 million (based on a 6/30/04 book basis) on the sale of GTG assuming the sale had been completed as of that date. The pro forma gain adjustment has not been made to the Unaudited Pro Forma Consolidated Statements of Income, as it will not have a continuing impact on the Company's results of operations. The pro forma adjustments are based on presently available information and assumptions that management believes are reasonable and are described in the Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements. The unaudited pro forma financial information has been included as required by the Securities and Exchange Commission and is not necessarily indicative of the results that would have been reported had the disposition actually occurred on the dates specified, nor is it indicative of the results that may be obtained in the future. The Unaudited Pro Forma Consolidated Condensed Financial Statements should be read in conjunction with the Company's Annual Report for the year ended December 31, 2003 and the Company's unaudited financial statements for the six months ended June 30, 2004. 2 THOMAS INDUSTRIES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2004 (IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma Adjustments -------------------------------------- Other Pro Forma As Actual Sale of GTG Adjustments Adjusted (A) -------------------- ---------- -------------- --------------- Net sales $ 212,174 $ - $ - $ 212,174 Cost of products sold 136,228 - - 136,228 -------------------- ---------- ------------ --------------- Gross profit 75,946 - - 75,946 Selling, general and administrative expenses 58,368 - (284) (B) 58,084 Equity income from GTG 15,419 (15,419) (C) - - -------------------- ---------- ------------ --------------- Operating income 32,997 (15,419) 284 17,862 Interest expense 1,961 - (1,478) (D) 483 Interest income (expense) and other 434 - - 434 -------------------- ---------- ------------ --------------- Income before income taxes 31,470 (15,419) 1,762 17,813 Income taxes 11,015 (5,397) (E) 1,169 (F) 6,787 -------------------- ---------- ------------ --------------- Net income $ 20,455 $ (10,022) $ 593 $ 11,026 ==================== ========== ============ =============== Net income per share - basic $ 1.18 $ (0.58) $ 0.03 $ 0.64 ==================== ========== ============ =============== Net income per share - dilutive $ 1.15 $ (0.56) $ 0.03 $ 0.62 ==================== ========== ============ =============== Shares used in computing basic net income per share 17,355 17,355 17,355 17,355 ==================== ========== ============ =============== Shares used in computing dilutive net income per share 17,743 17,743 17,743 17,743 ==================== ========== ============ ===============
3 THOMAS INDUSTRIES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 (IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma Adjustments ------------------------------------ Other Pro Forma As Actual Sale of GTG Adjustments Adjusted (A) -------------- --------------- -------------- ---------------- Net sales $ 376,774 $ - $ - $ 376,774 Cost of products sold 246,832 - - 246,832 -------------- --------------- -------------- ---------------- Gross profit 129,942 - - 129,942 Selling, general and administrative expenses 101,943 - (566)(B) 101,377 Equity income from GTG 32,138 (32,138)(C) - - -------------- --------------- -------------- ---------------- Operating income 60,137 (32,138) 566 28,565 Interest expense 4,237 - (3,576)(D) 661 Interest income (expense) and other (221) - - (221) -------------- --------------- -------------- ---------------- Income before income taxes 55,679 (32,138) 4,142 27,683 Income taxes 18,340 (10,573)(E) 1,894(F) 9,661 -------------- --------------- -------------- ---------------- Net income before minority interest 37,339 (21,565) 2,248 18,022 Minority interest, net of tax 25 - - 25 -------------- --------------- -------------- ---------------- Net income $ 37,314 $ (21,565) $ 2,248 $ 17,997 ============== =============== ============== ================ Net income per share - basic $ 2.17 $ (1.25) $ 0.13 $ 1.05 ============== =============== ============== ================ Net income per share - dilutive $ 2.12 $ (1.23) $ 0.13 $ 1.02 ============== =============== ============== ================ Shares used in computing basic net income per share 17,200 17,200 17,200 17,200 ============== =============== ============== ================ Shares used in computing dilutive net income per share 17,570 17,570 17,570 17,570 ============== =============== ============== ================
4 THOMAS INDUSTRIES INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS AT JUNE 30, 2004 (IN THOUSANDS)
Pro Forma Adjustments ----------------------------------------- Pro Forma As Actual Sale of GTG Debt Payoff Adjusted (A) ----------------- ----------------- ---------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ 37,379 $ 316,382(G) $ (109,032)(H) $ 244,729 Accounts receivable, net 59,448 - - 59,448 70,021 - - 70,021 Deferred income taxes 6,804 - - 6,804 Other current assets 5,806 - - 5,806 ----------------- ----------------- ---------------- ----------------- Total current assets 179,458 316,382 (109,032) 386,808 Property, plant & equipment 106,789 - - 106,789 Investment in GTG 224,767 (224,767)(G) - - Other intangible assets, net 21,110 - - 21,110 Goodwill 62,545 - - 62,545 Other assets 4,828 (284)(G) - 4,544 ----------------- ----------------- ---------------- ----------------- TOTAL ASSETS $ 599,497 $ 91,331 $ (109,032) $ 581,796 ================= ================= ================ ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 5,082 $ - $ (5,082)(H) $ - Accounts payable 15,350 - - 15,350 Accrued expense and other current liabilities 33,342 - - 33,342 Dividends payable 1,651 - - 1,651 Income taxes payable 3,985 - - 3,985 Current portion of long-term debt 9,775 - (7,700)(H) 2,075 ----------------- ----------------- ---------------- ----------------- Total current liabilities 69,185 - (12,782) 56,403 Deferred income taxes 5,788 497(G) - 6,285 Long-term debt, less current portion 103,812 - (96,250)(H) 7,562 Long-term pension liability 13,189 - - 13,189 Other long-term liabilities 9,184 - - 9,184 ----------------- ----------------- ---------------- ----------------- TOTAL LIABILITIES 201,158 497 (109,032) 92,623 Shareholders' equity: Preferred stock - - - - Common stock 18,275 - - 18,275 Capital surplus 139,791 760(G) - 140,551 Deferred compensation 1,518 - - 1,518 Treasury stock held for deferred compensation (1,518) - - (1,518) Retained earnings 233,454 84,646(G) - 318,100 Accumulated other comprehensive income (loss) 18,878 5,428(G) - 24,306 Less cost of treasury shares (12,059) - - (12,059) ----------------- ----------------- ---------------- ----------------- TOTAL SHAREHOLDERS' EQUITY 398,339 90,834 - 489,173 ----------------- ----------------- ---------------- ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 599,497 $ 91,331 $ (109,032) $ 581,796 ================= ================= ================ =================
5 THOMAS INDUSTRIES INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Transaction Summary The Company received $400.4 million of cash proceeds from the sale of its 32% interest in GTG. From this amount, we assumed transaction costs of $2.8 million and income taxes of $81.2 million would be paid, which would leave $316.4 million of net cash proceeds. From the net cash proceeds, $109.0 million was used to pay short-term notes payable to banks of $5.1 million, $7.7 million of current portion of long-term debt, and $96.2 million of long-term debt. Using the Company's book value at June 30, 2004, the Company's estimated net gain from the sale of GTG is $84.6 million, which was only included as an adjustment to the pro forma balance sheet as of June 30, 2004. The net gain was not included for pro forma income statement purposes for any period presented, since this net gain will not have a continuing impact on the Company's results of operations. Adjustments to Unaudited Pro Forma Consolidated Condensed Financial Statements: (A) Represents the Company's pro forma statements of income and balance sheet for the periods and as of the date indicated. Pro forma as adjusted reflects the sale of its 32% interest in GTG and the use of a portion of the net proceeds from the sale to repay short-term and long-term debt. (B) The adjustment reflects the reduced bank fees and deferred loan amortization due to using a portion of the proceeds from the sale of GTG to pay down bank debt as of the beginning of the period, as follows: Six Months Ended Twelve Months Ended June 30, 2004 December 31, 2003 ------------- ----------------- Description (In thousands) ----------- Reduced bank fees due to paying down debt $160 $318 Reduced deferred loan amortization 124 248 ---- ---- Total $284 $566 ==== ==== (C) The adjustment reflects the elimination of GTG equity income due to the sale of GTG as of the beginning of the period. (D) The adjustment reflects the reduced interest expense due to using a portion of the proceeds from the sale of GTG to pay down debt as of the beginning of the period. Specifically, the interest expense was calculated as follows for the respective period: 6 Six Months Ended Twelve Months Ended Description June 30, 2004 December 31, 2003 ------------ ---------------- ------------------ (In thousands) Revolving credit notes at variable interest rates based on actual interest incurred $1,048 $2,053 Industrial revenue bonds at variable interest rates based on actual interest incurred 8 17 Senior notes at a 9.36% fixed rate for the outstanding balance multiplied by the appropriate number of days: $7.7 million outstanding 1/1/03-1/31/03 - 62 $7.7 million outstanding 1/1/03-1/31/04 62 724 $7.7 million outstanding 1/1/03-6/30/04 360 720 ------ ------ Total related to senior notes 422 1,506 ------ ------ Total Interest Expense $1,478 $3,576 ====== ====== (E) The adjustment reflects the tax effect of the pro forma adjustments at the Company's actual effective tax rates as follows: Six Months Ended Twelve Months Ended June 30, 2004 December 31, 2003 ------------- ----------------- Description (In thousands) ----------- - Elimination of GTG equity income $15,419 $32,138 Effective tax rate x 35% x 32.9% ------- ------- Total $ 5,397 $10,573 ======= ======= (F) The adjustment reflects the tax effect of the pro forma adjustments as follows: Six Months Ended Twelve Months Ended June 30, 2004 December 31, 2003 ------------- ----------------- Description (In thousands) ----------- Reduced bank fees due to paying down debt $ 160 $ 318 Reduced deferred loan amortization 124 248 Reduced interest expense due to paying down debt(see Footnote (D)) 1,478 3,576 ------- ------- Income before income taxes 1,762 4,142 Effective tax rate x 35% x 32.9% ------- ------- Subtotal 617 1,363 ------- ------- To adjust overall effective tax rate: Pro forma as adjusted-income before income taxes 17,813 27,683 Tax rate differential: From 35% to 38.1% x 3.1% From 32.98% to 34.9% x 1.92% ------- ------- Subtotal 552 531 ------- ------- Total $ 1,169 $ 1,894 ======== ======= 7 The increase in the Company's overall effective tax rate is primarily due to the impact of GTG's foreign equity earnings (recorded net of tax), which previously reduced the Company's effective tax rate. (G) The adjustments reflect the sale of GTG as follows: Description (In thousands) - ----------- -------------- Gross cash proceeds from sale of GTG $400,350 Estimated transaction costs (2,771) Estimated income taxes (81,197) -------- Net cash proceeds from sale of GTG 316,382 Less balances as of June 30, 2004: Elimination of the investment in GTG (224,767) Elimination of deferred loan costs related to debt being paid down (284) Elimination of deferred income tax assets related to GTG (497) Acceleration of the expensing of stock options issued to GTG employees (760) Accumulated other comprehensive income (loss) adjustments: Elimination of minimum pension liabilities (net of tax) related to GTG (4,938) Elimination of foreign currency translation related to GTG (490) (5,428) ------ --------- Adjustment to retained earnings $ 84,646 =========
(H) The adjustments reflect the use of a portion of the proceeds from the sale of GTG to pay off the June 30, 2004 debt balances as follows: Description (In thousands) - ----------- -------------- Payoff short-term notes payable to banks $ 5,082 Payoff senior notes 7,700 Long-term debt, less current portion adjustments: Payoff revolving credit notes 95,000 Payoff industrial revenue bonds 1,250 96,250 ------ ---------- Total reduction in cash $109,032 ==========
(c) Exhibits Exhibit Number Description -------------- ----------- 2 Purchase Agreement dated May 20, 2004 among Genlyte Thomas Group LLC, The Genlyte Group Incorporated and the Company, filed as Exhibit 2 to registrant's report on Form 8-K filed May 21, 2004, hereby incorporated by reference. 99.1 Press Release dated August 2, 2004 announcing sale of its interest in Genlyte Thomas Group LLC, filed as Exhibit 99.1 to registrant's report on Form 8-K filed August 2, 2004, hereby incorporated by reference. 8 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: August 13, 2004 9 -----END PRIVACY-ENHANCED MESSAGE-----