-----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, Sik1r8AF5LEnvAT5bkqa9iSgrcxS+FnpDjTnXCLAzU5yzYE3ODAg/TWoNBCMnd9k vdxLeon/JDfxrownxgUESA== 0000914760-96-000152.txt : 19960813 0000914760-96-000152.hdr.sgml : 19960813 ACCESSION NUMBER: 0000914760-96-000152 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NYSE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05426 FILM NUMBER: 96607776 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] For the quarterly period ended: June 30, 1996 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 (IRS Employer incorporation or organization) Identification No.) 4360 Brownsboro Road, Louisville, Kentucky 40207 (Address of principal executive office) (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 1, 1996, was 10,525,894 shares. 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 1996 1995 1996 1995 Net sales $127,868 $127,367 $251,392 $244,976 Cost of products sold 90,659 90,868 179,064 177,249 Gross profit 37,209 36,499 72,328 67,727 Other (income) expenses: Selling, general, and administrative expenses 28,557 27,786 57,712 54,034 Interest expense 1,803 1,917 3,730 4,190 Other (268) 253 (438) 245 Income before income taxes 7,117 6,543 11,324 9,258 Income tax provision 2,669 2,667 4,251 3,794 Net income $ 4,448 $ 3,876 $ 7,073 $ 5,464 Per share amounts: Net income per share $.42 $.38 $.66 $.54 Dividends declared per share $.10 $.10 $.20 $.20 Average number of shares outstanding 10,666,795 10,088,065 10,660,773 10,084,933 See notes to condensed financial statements.
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
(Unaudited) June 30 December 31 1996 1995* ASSETS Current assets Cash and cash equivalents $ 5,013 $ 18,305 Accounts receivable, less allowance (1996--$2,346; 1995--$2,014) 70,675 61,975 Inventories: Finished products 33,065 29,951 Raw materials 24,425 25,107 Work in process 14,809 13,007 72,299 68,065 Assets held for disposition 915 1,000 Deferred income taxes 6,174 5,775 Other current assets 8,355 9,619 Total current assets 163,431 164,739 Property, plant, and equipment 149,066 146,903 Less accumulated depreciation and amortization 72,265 71,193 76,801 75,710 Intangible assets--less accumulated amortization 59,815 61,379 Other assets 11,498 11,705 Total assets $311,545 $313,533 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 8,997 $ 7,679 Accounts payable 25,537 27,778 Other current liabilities 41,622 39,437 Current portion of long-term debt 8,471 9,008 Total current liabilities 84,627 83,902 Deferred income taxes 7,821 7,875 Long-term debt (less current portion) 62,661 70,791 Minimum pension liability 4,242 3,520 Other long-term liabilities 5,239 4,268 Total liabilities 164,590 170,356 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: 1996--11,546,374; 1995--11,485,865 11,546 11,486 Capital surplus 115,173 117,974 Retained earnings 42,181 40,003 Minimum pension liability adjustment (3,412) (2,690) Equity adjustment from translation (1,321) (616) Less cost of treasury shares: (1996--1,023,646; 1995--1,366,695) (17,212) (22,980) Total shareholders' equity 146,955 143,177 Total liabilities and shareholders' equity $311,545 $313,533 *Derived from the audited December 31, 1995, consolidated balance sheet. See notes to condensed consolidated financial statements.
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in Thousands)
Six Months Ended June 30 1996 1995 Cash flows from operating activities: Net income $ 7,073 $ 5,464 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 8,401 7,922 Deferred income taxes (423) (273) Provision for losses on accounts receivable 319 339 Loss (gain) on asset disposal (58) 65 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable (7,841) (9,275) Inventories (2,158) (2,770) Other current assets 1,388 2,564 Accounts payable (2,543) 3,175 Accrued expenses and other liabilities 1,593 4,877 Other 235 388 Net cash provided by operating activities 5,986 12,476 Cash flows from investing activities: Purchases of property, plant, and equipment (7,534) (5,340) Proceeds from sale of property, plant, and equipment 102 77 Net cash used in investing activities (7,432) (5,263) Cash flows from financing activities: Proceeds from short-term debt, net 1,136 490 Payments on long-term debt (11,708) (8,494) Dividends paid (2,023) (2,015) Other 749 87 Net cash used in financing activities (11,846) (9,932) Decrease in cash and cash equivalents (13,292) (2,719) Cash and cash equivalents at beginning of year 18,305 5,050 Cash and cash equivalents at end of period $ 5,013 $ 2,331 See notes to condensed consolidated financial statements.
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, 1996, are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 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, 1995. 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 -- Acquisition On March 15, 1996, the Company acquired Welch Vacuum Technology, Inc., of Skokie, Illinois, a manufacturer of high vacuum systems for laboratory and chemical markets. Welch was acquired in exchange for 343,049 shares of Common Stock of Thomas Industries Inc. in a transaction accounted for as a pooling of interests. Due to immateriality, prior-year financial statements have not been restated. Item 2. Management's Discussion and Analysis Net sales during the second quarter ended June 30, 1996, increased slightly over the second quarter 1995 to $127.9 million. For the six months ended June 30, 1996, net sales were 3% higher than the first half of 1995. Net sales for the second quarter and six-month periods in 1996 are the highest for any comparable periods in the Company's history. Lighting Segment sales decreased 1% for the second quarter compared to 1995, primarily in the Commercial & Industrial Division. Compressor & Vacuum Pump Segment sales were up 3% for the second quarter over 1995, due primarily to the acquisition of Welch Vacuum Technology. Please see Note C on page 5 for additional information regarding the Welch acquisition. Net income for the 1996 second quarter and first half of $4.4 million and $7.1 million, respectively, is 15% and 29% higher than the comparable 1995 periods, primarily due to improved performance of the Lighting Segment, enhanced results from joint ventures, and reduced interest expense. Operating income for the Compressor & Vacuum Pump Segment for the 1996 second quarter and first half is approximately 6% below 1995 levels due primarily to competitive pricing pressures and a weaker than expected OEM medical market. Cost of products sold as a percent of sales was 70.9% and 71.2% for the 1996 second quarter and six months, respectively, versus 71.3% and 72.4% for the comparable 1995 periods. Gross margins in the Lighting Segment in 1996 have improved due to increased efficiencies and implementation of cost containment programs. Compressor & Vacuum Pump Segment margins are slightly below prior- year levels due to material cost increases and competitive margin pressures. Selling, general, and administrative costs as a percent of sales of 22.3% and 23.0% in the second quarter and first half of 1996, respectively, were higher than the 21.8% and 22.1% figures for the comparable 1995 periods. Additional engineering and information system expenditures are the primary components of the increase. Interest expense for the 1996 second quarter and first six months was less than comparable 1995 amounts by 6% and 11%, respectively. The reductions are attributed to lower short-term interest rates in Europe and a decrease in long- term debt. Working capital of $78.8 million at June 30, 1996, is 2% lower than the $80.8 million at December 31, 1995. Accounts receivable at June 30, 1996, have increased by 14% since December 31, 1995, due to seasonal factors in the Lighting Group; however, the number of days sales in receivables at June 30, 1996, compared to December 31, 1995, has improved from 49.6 days to 49.2 days. Inventory turnover at June 30, 1996, of 4.23 times per year has improved over the December 31, 1995, level of 4.12 times per year. The current ratio at June 30, 1996, was 1.93 compared to 1.96 at December 31, 1995. 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 $23 million are not restricted at June 30, 1996. As of June 30, 1996, the Company had available credit of $10 million with banks under short-term borrowing arrangements and a revolving line of credit, $50 million of which was available at June 30, 1996. 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. Item 4. Submission of Matters to a Vote of Security Holders a. A regular Annual Meeting of Shareholders was held on April 18, 1996. b. Class I Directors elected at the Annual Meeting of Shareholders were Gene P. Gardner, Lawrence E. Gloyd, and William M. Jordan. Directors whose term of office as a director continued after the meeting were Timothy C. Brown, Wallace H. Dunbar, Roger P. Eklund, H. Joseph Ferguson, Ralph D. Ketchum, and Franklin J. Lunding, Jr. c. The voting at the Annual Meeting of Shareholders was as follows: For Against Withheld Gene P. Gardner 9,235,166 -- 150,939 Lawrence E. Gloyd 9,353,466 -- 32,639 William M. Jordan 9,345,410 -- 40,695 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter. 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 12, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Thomas Industries' Form 10-Q and is qualified in its entirety by reference to such Form 10-Q filing. 6-MOS DEC-31-1996 JUN-30-1996 5,013 0 73,021 2,346 72,299 163,431 149,066 72,265 311,545 84,627 62,661 11,546 0 0 135,409 311,545 251,392 251,392 179,064 179,064 56,955 319 3,730 11,324 4,251 7,073 0 0 0 7,073 .66 .66
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