-----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, LDSaYsv6A1/v+eCiaWOsdPVKKh7sFk9DuJL64Z50JzcnMDbmrEK69tw4ERRZQ0PN u6brLonU+5Z4EHWEDSbDTg== 0000914760-05-000116.txt : 20050422 0000914760-05-000116.hdr.sgml : 20050422 20050422104814 ACCESSION NUMBER: 0000914760-05-000116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050422 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 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: 05766306 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_8k042205.txt APRIL 22, 2005 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) APRIL 22, 2005 ---------------- 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) [ ] 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 April 22, 2005, Thomas Industries Inc. issued a press release announcing first quarter results . A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Earnings Press Release issued April 22, 2005. 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: April 22, 2005 EX-99.1 2 t19339_x99042205.txt PRESS RELEASE ISSUED APRIL 22, 2005 N E W S R E L E A S E [logo] THOMAS INDUSTRIES INC. EXECUTIVE OFFICE 4360 Brownsboro Road, Suite 300 Louisville, Kentucky 40207-1642 502/893-4600 . Fax: 502/895-6618 THOMAS INDUSTRIES ANNOUNCES RECORD FIRST QUARTER SALES FOR ITS PUMP AND COMPRESSOR BUSINESS Louisville, Kentucky, April 22, 2005 - Thomas Industries Inc. (NYSE: TII) today reported financial results for the first quarter ending March 31, 2005. Net sales were $109,969,000, as compared to $109,518,000 a year ago. This represents a record for any quarter for the pump and compressor business. The January 10, 2005, acquisition of the Ruey Chaang side channel blower business favorably impacted sales for the quarter by approximately $1,600,000. Operating income for the quarter was $8,982,000. Operating income for the same period in 2004 was $16,805,000 and includes $7,422,000 of equity earnings from the Company's joint venture interest in Genlyte Thomas Group LLC, which was sold in July 2004. Selling, general and administrative expenses for the quarter include $1,550,000 for legal and professional fees related to the proposed Gardner Denver transaction, and a favorable adjustment of $725,000 due to a change in the Kentucky license tax regulations. Net income for the quarter was $7,432,000, or $.41 per share, versus $10,650,000, or $.60 per share a year ago, which included the equity earnings from the Genlyte Thomas Group LLC. Operating income for the pump and compressor business, excluding $3,219,000 of Corporate expense, was $12,201,000 for the 2005 first quarter, which is a record for any quarter. The operating income includes patent litigation fees of $587,000 and start up costs for the Company's new China facility totaling $262,000. The operating income for the 2004 first quarter included $843,000 of costs relating to the shutdown of a plant in Wuppertal, Germany. Despite commodity cost increases, gross profit margins for the first quarter of 2005 improved one percent from 2004, attributable to price increases, plant consolidations and a continuing internal cost reduction program. In commenting on the pump and compressor business, Timothy C. Brown, Chairman, President and C.E.O., stated, "Although the quarter started out weaker in January and February than last year, our March ended up stronger than in 2004. Sales to our largest market, medical, were down eight percent for the quarter from last year, primarily due to the anticipated decline in shipments of compressors for oxygen concentrators. We expect this market to rebound some in the second quarter. Excluding the oxygen concentrator market, we experienced increases in sales for other medical applications. Other strong markets for the quarter included food & beverage, industrial and environmental." Brown noted that the proposed merger with Gardner Denver Inc., which was announced on March 9, 2005, is proceeding as expected. The filings for the necessary regulatory approvals have been made and are pending. In addition, Thomas shareholders will be asked to vote upon this proposal at a Special Meeting of Shareholders. A proxy statement with detailed information about the proposed merger and other details concerning the Special Meeting will be mailed to all shareholders at least 30 days in advance of this meeting. 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 world-wide 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 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 to meet business sales goals, effectiveness of operating initiatives, currency exchange and interest rates, adverse outcome of pending or potential litigation, fluctuations in commodity prices, the timing of the magnitude of capital expenditures, 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, 2004. 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. 2 THOMAS INDUSTRIES INC. COMPARATIVE SALES AND INCOME (In Thousands Except Per Share Data)
For the three months ended March 31: 2005 2004 % Change ---- ---- -------- Net Sales $109,969 $109,518 0.4% Cost of Product Sold 70,318 71,135 -------- -------- Gross Profit 39,651 38,383 3.3% SG&A Expenses 30,669 29,000 Equity Income from Lighting (1) 0 7,422 -------- -------- Operating Income 8,982 16,805 -46.6% Interest Expense 126 1,026 Interest Income 1,326 108 Other Income (Expense) 604 498 -------- -------- Income Before Income Taxes 10,786 16,385 -34.2% Income Taxes 3,354 5,735 -------- -------- Net Income $ 7,432 $ 10,650 -30.2% ======== ======== Net Income Per Share: -- Basic $ .42 $ .61 -- Diluted $ .41 $ .60 Dividends Per Share $ .095 $ .095 Weighted average number of common shares outstanding (2): -- Basic 17,834 17,318 -- Diluted 18,172 17,779 THOMAS INDUSTRIES INC. COMPARATIVE INDUSTRY SEGMENT INFORMATION (In Thousands) For the three months ended March 31: 2005 2004 % Change ---- ---- -------- Sales & Operating Revenues: Pumps and Compressors $109,969 $109,518 0.4% Lighting - - - - -------- -------- Total $109,969 $109,518 0.4% ======== ======== Operating Income (Loss): Pumps and Compressors $ 12,201 $ 11,643 4.8% Lighting (1) - - 7,422 Corporate (3,219) (2,260) 42.4% -------- -------- Total $ 8,982 $ 16,805 -46.6% ======== ======== (1) Consists of equity income of $7,512,000 in 2004 from our previous 32 percent interest in the Genlyte Thomas Group (GTG) joint venture less $90,000 in 2004 related to expense recorded for Thomas Industries stock options issued to GTG employees. (2) As of April 19, 2005, the actual common shares outstanding are 17,853,675.
THE FOREGOING UNAUDITED FIGURES HAVE BEEN APPROVED BY THE MANAGEMENT OF THOMAS INDUSTRIES INC. FOR OFFICIAL RELEASE ON THE DATE INDICATED. -----END PRIVACY-ENHANCED MESSAGE-----