-----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, EE9VZtGQUQ23NHtk6s+ioIpf7PWsqnvM2DIasQEmz2l4iLdFsKyBMJZBXt09x/iB oiev4Te5zQgvcrkUKQv3Ng== 0000914760-97-000147.txt : 19970815 0000914760-97-000147.hdr.sgml : 19970815 ACCESSION NUMBER: 0000914760-97-000147 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 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: 97662032 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, 1997 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 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, 1997, was 10,558,757 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 1997 1996 1997 1996 Net sales $139,989 $127,868 $266,345 $251,392 Cost of products sold 96,449 90,659 184,548 179,064 Gross profit 43,540 37,209 81,797 72,328 Other (income) expenses: Selling, general, and administrative expenses 31,931 28,557 62,294 57,712 Interest expense 1,677 1,803 3,302 3,730 Other (274) (268) (358) (438) Income before income taxes 10,206 7,117 16,559 11,324 Income tax provision 3,776 2,669 6,127 4,251 Net income $ 6,430 $ 4,448 $ 10,432 $ 7,073 Per share amounts: Net income per share $.59 $.42 $.96 $.66 Dividends declared per share $.10 $.10 $.20 $.20 Weighted average number of common shares and common share equivalents 10,880,400 10,666,795 10,867,935 10,660,773 See notes to condensed consolidated financial statements.
THOMAS INDUSTRIES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
(Unaudited) June 30 December 31 1997 1996* ASSETS Current assets Cash and cash equivalents 7,821 $ 18,826 Accounts receivable, less allowance (1997--$2,281; 1996--$2,243) 76,531 68,239 Inventories: Finished products 38,863 33,072 Raw materials 20,101 21,622 Work in process 14,653 14,553 73,617 69,247 Assets held for disposition 495 493 Deferred income taxes 7,160 7,167 Other current assets 6,551 6,392 Total current assets 172,175 170,364 Property, plant, and equipment 154,896 149,719 Less accumulated depreciation and amortization 77,901 71,924 76,995 77,795 Intangible assets--less accumulated amortization 56,728 58,687 Other assets 13,669 12,804 Total assets $319,567 $319,650 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 10,649 $ 6,986 Accounts payable 26,303 27,377 Other current liabilities 41,669 42,405 Current portion of long-term debt 7,758 7,758 Total current liabilities 86,379 84,526 Deferred income taxes 8,398 8,603 Long-term debt (less current portion) 54,902 62,632 Minimum pension liability 2,154 2,154 Other long-term liabilities 3,327 4,033 Total liabilities 155,160 161,948 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: 1997--11,581,403; 1996--11,549,940 11,581 11,550 Capital surplus 115,460 115,206 Retained earnings 58,741 50,420 Minimum pension liability (780) (780) Foreign currency translation (3,383) (1,482) Less cost of treasury shares: (1997--1,023,646; 1996--1,023,646) (17,212) (17,212) Total shareholders' equity 164,407 157,702 Total liabilities and shareholders' equity $319,567 $319,650 *Derived from the audited December 31, 1996, 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 1997 1996 Cash flows from operating activities: $ 10,432 $ 7,073 Net income Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 8,561 8,401 Deferred income taxes (152) (423) Provision for losses on accounts receivable 197 319 Gain on asset disposal (12) (58) Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable (9,029) (7,841) Inventories (5,380) (2,158) Other current assets (177) 1,388 Accounts payable ( 239) (2,543) Accrued expenses and other liabilities (1,055) 1,593 Other (1,394) 235 Net cash provided by operating activities 1,752 5,986 Cash flows from investing activities: Purchases of property, plant, and equipment (7,476) (7,534) Proceeds from sale of property, plant, and equipment 45 102 Net cash used in investing activities (7,431) (7,432) Cash flows from financing activities: Proceeds from short-term debt, net 4,328 1,136 Payments on long-term debt (7,730) (11,708) Dividends paid (2,109) (2,023) Other 185 749 Net cash used in financing activities (5,326) (11,846) Decrease in cash and cash equivalents (11,005) (13,292) Cash and cash equivalents at beginning of year 18,826 18,305 Cash and cash equivalents at end of period $ 7,821 $ 5,013 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, 1997, are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. 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, 1996. 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. Item 2. Management's Discussion and Analysis Net sales during the second quarter ended June 30, 1997, increased 9% over the second quarter of 1996 to $140.0 million. For the six months ended June 30, 1997, net sales were 6% higher than the first half of 1996. Net sales for the second quarter and six month periods in 1997 are the highest for any comparable periods in the Company's history. Lighting Segment sales increased 12% for the second quarter over 1996, primarily attributable to strong performance in the Commercial & Industrial Indoor Division. Compressor and Vacuum Pump Segment sales were up 4% for the second quarter over 1996, due to increases in the North American Segment. Net income for the 1997 second quarter and first half of $6.4 million and $10.4 million, respectively, is 45% and 47% higher than the comparable 1996 periods. The Lighting Segment operating income in the second quarter and first half of 1997 improved 54% and 63%, respectively, compared to last year primarily due to improvements in the Commercial and Industrial Indoor Division. Operating income for the Compressor and Vacuum Pump Segment for the 1997 second quarter and first half improved 18% and 14% over 1996 levels as both the North American and European Segments showed improvement. Cost of products sold as a percent of sales was reduced to 68.9% and 69.3% for the 1997 second quarter and six months, respectively, versus 70.9% and 71.2% for the comparable 1996 periods. Gross margins in the both Segments in 1997 have improved due to increased manufacturing efficiencies and ongoing implementation of cost containment programs. Selling, general, and administrative costs as a percent of sales of 22.8 % and 23.4 % in the second quarter and first half of 1997, respectively, were higher than the 22.3% and 23.0% figures for the comparable 1996 periods. Additional expenditures for information systems technology, including costs associated with Year 2000 software conversion requirements are the primary components of the increase. Interest expense for the 1997 second quarter and first six months was less than comparable 1996 amounts by 7% 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 $85.8 million at June 30, 1997, is virtually unchanged from the amount at December 31, 1996. Accounts receivable at June 30, 1997, have increased by 12% since December 31, 1996, due to seasonal factors in the Lighting Group and the higher sales volume; however, the number of days sales in receivables at June 30, 1997, compared to December 31, 1996, has improved to 49.0 days from 51.2. Inventory turnover at June 30, 1997, of 4.40 times per year has improved over the December 31, 1996, level of 4.34 times per year. The current ratio at June 30, 1997, was 1.99 compared to 2.02 at December 31, 1996. 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 $34 million are not restricted at June 30, 1997. As of June 30, 1997, the Company had available credit of $42 million with banks under short-term borrowing arrangements and a revolving line of credit, $39 million of which was unused at June 30, 1997. 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 4. Submission of Matters to a Vote of Security Holders a. A regular Annual Meeting of Shareholders was held on April 17, 1997. b. Class II Directors elected at the Annual Meeting of Shareholders were Timothy C. Brown, Wallace H. Dunbar, and Franklin J. Lunding, Jr. Directors whose term of office as a director continued after the meeting were Roger P. Eklund, H. Joseph Ferguson, Ralph D. Ketchum, Gene P. Gardner, Lawrence E. Gloyd, and William M. Jordan. c. The voting at the Annual Meeting of Shareholders was as follows:
Proposal No. 1 -- Election of Directors For Withheld Timothy C. Brown 9,555,730 36,635 Wallace H. Dunbar 9,557,272 35,093 Franklin J. Lunding, Jr. 9,556,782 35,583
Proposal No. 2 -- Approval of business criteria and material terms relating to performance share awards to be granted under the Thomas Industries Inc. 1995 Incentive Stock Option Plan.
For Against Abstain 9,381,787 102,466 108,111
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 14, 1997 EX-27 2
5 1,000 6-MOS DEC-31-1997 JUN-30-1997 7,821 0 78,812 2,281 73,617 172,175 154,896 77,901 319,567 86,379 54,902 0 0 11,581 152,826 319,567 266,345 266,345 184,548 184,548 61,739 197 3,302 16,559 6,127 10,432 0 0 0 10,432 .96 .96
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