SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [ X ]
For the quarterly period ended: September 30, 2001
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Commission File Number 1-5426.
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THOMAS INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 61-0505332
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4360 Brownsboro Road, Louisville, Kentucky 40207
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 502/893-4600
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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
October 27, 2001, was 15,197,761 shares.
Page 1 of 11
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In Thousands Except Amounts Per Share)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net sales $ 44,008 $ 45,048 $140,619 $144,295
Cost of products sold 28,613 28,503 90,170 92,122
-------- -------- -------- --------
Gross profit 15,395 16,545 50,449 52,173
Selling, general, and
administrative expenses 10,733 10,364 32,720 32,375
Equity income from Lighting 6,508 6,556 17,681 17,862
-------- -------- -------- --------
Operating income 11,170 12,737 35,410 37,660
Interest expense 914 968 2,800 2,939
Interest income and other 312 538 1,331 2,410
-------- -------- -------- --------
Income before income taxes 10,568 12,307 33,941 37,131
Income taxes 3,963 4,736 12,728 13,990
-------- -------- -------- --------
Net income $ 6,605 $ 7,571 $ 21,213 $ 23,141
======== ======== ======== ========
Net income per share:
Basic $ .43 $ .49 $ 1.40 $ 1.49
Diluted $ .42 $ .48 $ 1.35 $ 1.46
Dividends declared per share $ .085 $ .075 $ .255 $ .225
Weighted average number of shares outstanding:
Basic 15,184 15,399 15,155 15,499
Diluted 15,721 15,750 15,674 15,833
See notes to condensed consolidated financial statements.
2
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
September 30 December 31
2001 2000*
---- ----
ASSETS
Current assets
Cash and cash equivalents $ 10,962 $ 13,941
Accounts receivable, less allowance
(2001--$899; 2000--$752) 23,259 22,255
Inventories:
Finished products 6,504 7,046
Raw materials 11,438 11,032
Work in process 3,836 4,210
------- -------
21,778 22,288
Deferred income taxes 2,969 3,082
Other current assets 3,034 2,251
------- -------
Total current assets 62,002 63,817
Investment in GTG 179,727 168,954
Property, plant, and equipment 93,907 87,556
Less accumulated depreciation and amortization 53,505 48,035
------- -------
40,402 39,521
Note receivable from GTG 22,287 22,287
Intangible assets--less accumulated amortization 9,532 10,111
Other assets 3,729 3,430
------- -------
Total assets $317,679 $308,120
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable $ 350 $ --
Accounts payable 6,519 7,385
Accrued Expenses and other current liabilities 17,845 18,014
Current portion of long-term debt 7,786 7,786
------- -------
Total current liabilities 32,500 33,185
Deferred income taxes 9,407 9,415
Long-term debt (less current portion) 34,955 40,727
Other long-term liabilities 6,698 7,436
------- -------
Total liabilities 83,560 90,763
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: 2001--17,812,511
2000--17,670,342 17,812 17,670
Capital surplus 113,410 111,982
Deferred compensation 751 401
Treasury stock held for deferred compensation (751) (401)
Retained earnings 152,498 135,153
Accumulated other comprehensive income (loss) (11,144) (9,058)
Less cost of treasury shares:
(2001--2,622,339; 2000--2,619,039) (38,457) (38,390)
------- -------
Total shareholders' equity 234,119 217,357
------- -------
Total liabilities and shareholders' equity $317,679 $308,120
======= =======
*Derived from the audited December 31, 2000, consolidated balance sheet. See
notes to condensed consolidated financial statements.
3
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in Thousands)
Nine Months Ended
September 30
--------------------
2001 2000
---- ----
Operating activities:
Net income $21,213 $23,141
Adjustments to reconcile net income to net
cash (used in)/provided by operating activities:
Depreciation and amortization 6,300 6,372
Deferred income taxes (221) (734)
Equity income from Lighting (17,681) (17,862)
Distributions from Lighting 6,092 7,597
Other items 81 202
Changes in operating assets and liabilities:
Accounts receivable (1,349) (3,837)
Inventories 12 (2,048)
Accounts payable (810) (159)
Accrued expenses and other liabilities (1,093) 3,185
Other (550) 899
------ ------
Net cash provided by operating activities 11,994 16,756
Investing activities:
Purchases of property, plant and equipment (7,033) (7,821)
Sale of property, plant and equipment 26 12
------ ------
Net cash used in investing activities (7,007) (7,809)
Financing activities:
Proceeds from notes payable to banks, net 350 -0-
Payments on long-term debt (7,772) (7,770)
Proceeds from long-term debt 2,000 8,000
Treasury stock purchased (67) (11,723)
Dividends paid (3,706) (3,519)
Other 1,570 1,018
------ ------
Net cash used in financing activities (7,625) (13,994)
Effect of exchange rate change (341) (947)
------- ------
Net decrease in cash and cash equivalents (2,979) (5,994)
Cash and cash equivalents at beginning of period 13,941 16,487
------ ------
Cash and cash equivalents at end of period $10,962 $10,493
====== ======
See notes to condensed consolidated financial statements.
4
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 nine-month period ended September 30, 2001,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. 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, 2000.
Note B - Contingencies
----------------------
In the normal course of business, the Company is a party to legal proceedings
and claims. When costs can be reasonably estimated, appropriate liabilities for
such matters are recorded. While management currently believes the amount of
ultimate liability, if any, with respect to these actions will not materially
affect the financial position, results of operations, or liquidity of the
Company, the ultimate outcome of any litigation is uncertain. Were an
unfavorable outcome to occur, the impact could be material to the Company.
Note C - Comprehensive Income
-----------------------------
Reconciliation of net income to comprehensive income for the periods indicated
follows.
(In Thousands)
For the three months ended September 30: 2001 2000
---- ----
Net income $6,605 $7,571
Foreign currency translation 1,177 (2,081)
----- ------
Comprehensive income $7,782 $5,490
===== =====
For the nine months ended September 30:
Net income $21,213 $23,141
Foreign currency translation (2,086) (4,207)
------ -------
Comprehensive income $19,127 $18,934
====== ======
5
Note D - Net Income Per Share
-----------------------------
The computation of the numerator and denominator in computing basic and diluted
net income per share follows:
(In Thousands) Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Numerator:
Net income $ 6,605 $ 7,571 $21,213 $23,141
====== ====== ====== ======
Denominator:
Weighted average shares outstanding 15,184 15,399 15,155 15,499
Effect of dilutive securities:
Director and employee stock options 513 339 494 318
Employee performance shares 24 12 25 16
------ ------ ------ ------
Dilutive potential common shares 537 351 519 334
------ ------ ------ ------
Denominator for diluted earnings per
share--adjusted weighted average
shares and assumed conversions 15,721 15,750 15,674 15,833
====== ====== ====== ======
Note E - Genlyte Thomas Group LLC
---------------------------------
The following table contains certain unaudited financial information for the
Joint Venture.
Genlyte Thomas Group LLC
Condensed Financial Information
(Dollars in Thousands)
(Unaudited)
Septemeber 30 December 31
2001 2000
---- ----
Balance sheet:
Current assets $358,017 $326,626
Long-term assets 277,296 288,082
Current liabilities 165,742 177,454
Long-term liabilities 83,642 89,948
Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
-------------- ---------------
2001 2000 2001 2000
---- ---- ---- ----
Income statement:
Net sales $251,348 $259,292 $753,985 $758,866
Gross profit 88,525 90,101 264,527 260,979
Earnings before interest and taxes 24,976 24,611 68,591 67,017
Net income* 22,153 22,214 60,699 60,852
*Amounts recorded by Thomas Industries Inc.:
Equity income from GTG $ 7,090 $ 7,109 $ 19,424 $ 19,473
Stock option expense (53) (24) (156) (24)
Amortization of excess investment (529) (529) (1,587) (1,587)
------- ------ ------- ------
Equity income reported by Thomas $ 6,508 $ 6,556 $ 17,681 $ 17,862
======= ======= ======= =======
6
Note F - Receivables from Affiliate
-----------------------------------
Included in Other Long-Term Assets at September 30, 2001, and December 31, 2000,
is $22,287,000 which represents a debt equalization note payable to Thomas by
GTG related to the formation of the Joint Venture. Interest on the principal
amount outstanding under the note accrues at a variable rate and is payable on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.
Note G - Segment Disclosures
----------------------------
Three Months Ended Nine Months Ended
September 30 September 30
----------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
Total net sales including
intercompany sales
Pump and Compressor $49,878 $51,769 $158,783 $161,902
Intercompany sales
Pump and Compressor $(5,870) $(6,721) $(18,164) $(17,607)
------ ------ ------- -------
Net sales to unaffiliated customers
Pump and Compressor $44,008 $45,048 $140,619 $144,295
====== ====== ======= =======
Operating income
Pump and Compressor $ 5,909 $ 7,659 $ 22,018 $ 24,827
Lighting* 6,508 6,556 17,681 17,862
Corporate (1,247) (1,478) (4,289) (5,029)
------ ------ ------- -------
$11,170 $12,737 $ 35,410 $ 37,660
====== ====== ======= =======
*Three months ended September 30 consists of equity income of $7,090,000 in 2001
and $7,109,000 in 2000 from our 32% interest in the joint venture, Genlyte
Thomas Group LLC (GTG), less $529,000 of amortization in both 2001 and 2000 of
Thomas' excess investment and less $53,000 in 2001 and $24,000 in 2000, related
to expense recorded for Thomas Industries stock options issued to GTG employees.
Nine months ended September 30 consists of equity income of $19,424,000 in 2001
and $19,473,000 in 2000 from our 32% interest in GTG, less $1,587,000 of
amortization in both 2001 and 2000 of Thomas' excess investment and less
$156,000 in 2001 and $24,000 in 2000, related to expense recorded for Thomas
Industries stock options issued to GTG employees.
Note H - Accounting Pronouncement
---------------------------------
In September 2000, the Emerging Issues Task Force reached a consensus on Issue
00-10, "Accounting for Shipping and Handling Fees and Costs." The EITF requires
that all shipping and handling amounts billed to a customer in a sale
transaction be classified as revenue. The EITF also states that a company cannot
net the shipping and handling costs against the shipping and handling revenues
in the financial statements. Accordingly, Thomas has restated net sales and cost
of sales for the three months and nine months ended September 30, 2000, by
reclassifying shipping and handling costs totaling $384,000 and $1,277,000
respectively, from net sales to costs of sales.
7
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations"(SFAS 141) and SFAS No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). These statements establish new accounting and
reporting standards for business combinations and associated goodwill and
intangible assets. SFAS 141, effective immediately, eliminates the pooling of
interest method of accounting and amortization of goodwill for business
combinations initiated after June 30, 2001. SFAS 142, effective January 1, 2002,
will require that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead be tested for impairment at least annually. We
are currently reviewing the statements to determine their impact on the
Company's results of operations and financial position.
Note I - Short-Term Borrowings
------------------------------
As of September 30, 2001, the Company had short-term borrowings of $350,000
which bear interest at variable rates. These borrowings were primarily used to
fund working capital needs and capital expenditures. We paid down $3,700,000 of
short-term borrowings during the third quarter of 2001. Short-term borrowings at
December 31, 2000, and September 30, 2000, were zero.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
---------------------
Net sales during the third quarter ended September 30, 2001, decreased 2.3% to
$44 million compared to $45 million for the third quarter of 2000. The 2000 net
sales and cost of sales have been restated due to an Emerging Issues Task Force
consensus on Issue 00-10, "Accounting for Shipping and Handling Fees and Costs,"
as noted in our 2000 Annual Report. The shortfall in sales came primarily from
the North American operations, where we experienced softness and continued to
see many of our customers push out or cancel orders. A bright spot for the
quarter was in the medical market, which comprises over a third of our North
American sales. Oxygen concentrator sales, which represent our single largest
application in the medical market, increased 19 percent over the third quarter
of 2000. The European and Asia Pacific operations were flat compared to the
third quarter of 2000, primarily due to softness in certain markets and to
weakening local currencies. Overall third quarter sales would be 1.3% higher if
measured in constant exchange rates. Net sales for the nine-month period ended
September 30, 2001, were $140.6 million compared to $144.3 million for the prior
year. This decline was attributed to softness in the North American operations,
while the European and Asia Pacific operations posted increases in net sales,
despite negative currency effects. Overall sales for the nine-month period would
be 2.2% higher if measured in constant exchange rates.
Operating income for the third quarter ended September 30, 2001, was $11.2
million or 12.3% lower than the prior-year amount of $12.7 million. The Pump and
Compressor Segment had a 22.8% decline in operating income over the 2000 third
quarter. This decline was due to several factors including pricing pressures,
unfavorable manufacturing variances due to lower plant utilization, and
unfavorable exchange rate effects. Also, due to the high number of OEM projects
that we are currently working on, which may not generate sales volume until six
to twenty four months in the future, we are currently absorbing higher
engineering costs. For the third quarter of 2001, our engineering costs are up
12.6% over last year's third quarter and are also up as a percent of sales, due
to the lower volume. We are committed to this engineering effort which will
benefit our company in the future. The Lighting Segment
8
Item 2. Management's Discussion and Analysis - Continued
(GTG Joint Venture) results decreased slightly to $6.5 million in the third
quarter of 2001, compared to $6.6 million in the same period last year. This was
primarily due to the Company's share of increased interest expense and foreign
income tax at the Joint Venture level, which occurred due to acquisitions by
GTG. Corporate expenses decreased to $1.2 million in the third quarter of 2001,
compared to $1.5 million in the same period last year. This decline was
primarily due to lower compensation and professional fees in 2001. Operating
income for the nine-month period ended September 30, 2001, was $35.4 million
compared to $37.7 million in 2000. The Pump and Compressor Segment posted a
11.3% decline from 2000, primarily due to pricing pressures, unfavorable
manufacturing variances, and negative exchange rate effects. The Lighting
Segment's income decreased to $17.7 million in the nine-month period of 2001,
compared to $17.9 million in 2000. This decline was primarily due to the
Company's share of increased interest expense and foreign tax at the Joint
Venture level, which occurred due to acquisitions by GTG. Corporate expenses
also decreased to $4.3 million in 2001, compared to $5.0 million in 2000, with
the reduction primarily due to reduced compensation and professional fees.
Net income for the 2001 third quarter of $6.6 million was 12.8 percent lower
than the $7.6 million for the comparable 2000 period. Net income for the
nine-month period ended September 30, 2001, was $21.2 million compared to $22.3
million in 2000, after excluding a one-time gain of $.8 million from the
proceeds of a life insurance policy recorded in the second quarter of 2000. The
third quarter and nine-month decreases from 2000 were primarily due to the
operating income discussion above and lower interest income on investments,
partially offset by lower interest expense and a lower effective tax rate in
2001.
Interest expense for the 2001 third quarter was $.9 million compared to the 2000
amount of $1.0 million. The 2001 nine-month interest expense was $2.8 million
compared to $2.9 million for 2000. The reductions in the third quarter and
nine-month periods were primarily related to the $7.7 million payment of
long-term debt on January 31, 2001, which carried a 9.36 percent annual interest
rate. This payment did reduce interest expense over the prior-year amounts but
was partially offset by interest expense in 2001 on higher amounts of short-term
borrowings and additional long-term debt proceeds, of which $8.0 million was
received on September 29, 2000, and $2.0 million on May 31, 2001. The additional
short-term and long-term borrowings in 2001 were at variable interest rates,
which were lower than the comparable rates in 2000.
The note receivable from GTG at September 30, 2001, and December 31, 2000, is
$22,287,000, which represents the debt equalization note payable to Thomas by
GTG related to the formation of the Joint Venture. Interest on the principal
amount outstanding under the note accrues at a variable rate and is payable on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.
Working capital of $29.5 million at September 30, 2001, is $1.1 million lower
than the amount at December 31, 2000, primarily resulting from the $7.7 million
long-term debt payment on January 31, 2001, offset by proceeds from long-term
borrowings of $2.0 million received May 31, 2001, and distributions of $6.1
million from GTG. For the period December 31, 2000, through September 30, 2001,
the Company purchased an additional 3,300 shares for the stock repurchase
program that was announced in December 1999. Through November 9,
Item 2. Management's Discussion and Analysis - Continued
2001, the Company has purchased, on a cumulative basis, 879,189 shares at an
aggregate cost of $17.3 million. Accounts receivable at September 30, 2001, have
increased by 5.0 percent since December 31, 2000, due to a higher concentration
of shipments occurring toward the end of the third quarter of 2001 compared to
the end of the fourth quarter of 2000. The number of days sales in receivables
at September 30, 2001, compared to December 31, 2000, has decreased to 49.0 days
from 49.3. Inventory at September 30, 2001, has decreased 2.2 percent since
December 31, 2000; while annualized inventory turnover at September 30, 2001, of
4.70 decreased from the December 31, 2000, level of 5.04.
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 $79.3 million are not restricted at September 30, 2001.
As of September 30, 2001, the Company had available credit of $10 million with
banks under borrowing arrangements and all of this was being used. Anticipated
funds from operations, along with available short-term credit, 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 investment grade,
short-term securities.
New European Currency
---------------------
Eleven European countries (The European Monetary Union) have implemented a
single currency zone as of January 1, 1999. The new currency (Euro) will
eventually replace the existing currencies of the participating countries. The
transition from the various currencies to the euro is occurring over a
three-year period and will become effective in 2002. The software used by our
European operations has been modified to accommodate the dual currencies during
the transition period. A team is in place to monitor any changing EMU
requirements and has established the final conversion timetable for the single
EMU currency.
While management currently believes the Company has accommodated any required
changes in its operations, there can be no assurance that its customers,
suppliers, service providers, or government agencies will all meet the euro
currency requirements in a timely manner. Such failure to complete the necessary
work on a timely basis could result in material financial risk.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company's long-term debt bears interest at fixed rates with the exception of
the $10 million note that accrues interest at variable rates. The Company's
results of operations and cash flows, therefore, would only be affected by
interest rate changes to the extent of variable rate debt. At September 30,
2001, the variable rate debt outstanding was $10.4 million, consisting of the
$10 million long-term note and the $.4 million of short-term borrowings. A 100
basis point movement in the interest rate on the $10.4 million variable rate
debt would result in a $104,000 annualized effect on interest expense and cash
flows.
The Company also has a long-term note receivable from GTG of $22,287,000 that
bears interest at a variable rate. Therefore, a 100 basis point movement in
10
Item 3. Quantitative and Qualitative Disclosures about Market Risk - Continued
the interest rate on the $22,287,000 note would result in an approximate
$223,000 annualized effect on interest income and cash flows.
The fair value of the Company's long-term debt with fixed interest rates is
estimated based on current interest rates offered to the Company for similar
instruments. A 100 basis point movement in the interest rate would result in an
approximate $575,000 annualized effect on the fair value of long-term debt.
The Company has significant operations consisting of sales and manufacturing
activities in foreign countries. As a result, the Company's financial results
could be significantly affected by factors such as changes in foreign currency
exchange rates or changing economic conditions in the foreign markets in which
the Company manufactures or distributes its products. Currency exposures for our
Pump and Compressor Segment are concentrated in Germany but exist to a lesser
extent in other parts of Europe and Asia. The Lighting Segment currency exposure
is primarily in Canada.
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(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 November 9, 2001
------------------------