UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
Commission File Number 1-5426
-----------------------------
THOMAS INDUSTRIES INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 61-0505332
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(State of incorporation) (I.R.S. Employer Identification Number)
4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY 40207
----------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
502/893-4600
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(Registrant's telephone number, including area code)
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 12 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 ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes X No __
As of November 11, 2003, 17,261,603 shares of the registrant's Common Stock were
outstanding (net of treasury shares).
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
-------------------- --------------------
2003 2002 2003 2002
-------------------- --------------------
Net sales $ 88,985 $ 59,241 $277,141 $155,226
Cost of products sold 59,472 38,065 180,753 99,146
------------------- -------------------
Gross profit 29,513 21,176 96,388 56,080
Selling, general and administrative
expenses 24,222 15,036 73,994 37,283
Equity income from GTG 10,615 7,498 23,645 21,022
------------------- -------------------
Operating income 15,906 13,638 46,039 39,819
Interest expense 951 912 3,063 2,091
Interest income and other income 280 (128) 335 157
------------------- -------------------
Income before income taxes and minority interest 15,235 12,598 43,311 37,885
Income taxes 4,647 4,599 14,468 13,829
------------------- -------------------
Income before minority interest 10,588 7,999 28,843 24,056
Minority interest, net of tax 5 14 22 14
------------------- -------------------
Net income $ 10,583 $ 7,985 $ 28,821 $ 24,042
=================== ===================
Net income per share:
Basic $ 0.61 $ 0.50 $ 1.68 $ 1.55
Diluted $ 0.60 $ 0.49 $ 1.64 $ 1.50
Dividends declared per share: $ 0.095 $ 0.085 $ 0.275 $ 0.255
Weighted average number of
shares outstanding:
Basic 17,217 15,894 17,179 15,471
Diluted 17,594 16,375 17,527 16,005
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
2003 2002 *
-------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 21,500 $ 18,879
Accounts receivable, less allowance
(2003--$2,368; 2002--$2,270) 54,946 50,067
Inventories:
Finished products 27,225 23,108
Raw materials 25,715 17,722
Work in process 8,313 11,970
-------------------------
61,253 52,800
Deferred income taxes 7,590 4,407
Other current assets 7,016 5,325
-------------------------
Total current assets 152,305 131,478
Investment in GTG 210,342 188,810
Property, plant and equipment 172,863 153,751
Less accumulated depreciation and amortization (73,877) (62,160)
-------------------------
98,986 91,591
Goodwill 60,089 55,669
Other intangible assets, net 19,657 19,299
Other assets 3,452 4,169
-------------------------
Total assets $ 544,831 $ 491,016
=========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 5,010 $ 1,460
Accounts payable 13,061 15,496
Accrued expenses and other current liabilities 29,397 21,442
Dividends payable 1,636 1,455
Income taxes payable 4,811 233
Current portion of long-term debt 9,771 9,362
-------------------------
Total current liabilities 63,686 49,448
Deferred income taxes 4,822 5,163
Long-term debt, less current portion 104,307 104,047
Long-term pension liability 10,621 10,621
Other long-term liabilities 8,761 7,336
-------------------------
Total liabilities 192,197 176,615
Minority interest 31 34
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: 2003 - 18,050,013; 2002 - 17,947,630 18,050 17,948
Capital surplus 136,068 133,964
Deferred compensation 1,184 846
Treasury stock held for deferred compensation (1,184) (846)
Retained earnings 209,445 185,351
Accumulated other comprehensive income (loss) 1,099 (10,837)
Less cost of 822,339 treasury shares (12,059) (12,059)
-------------------------
Total shareholders' equity 352,603 314,367
-------------------------
Total liabilities and shareholders' equity $ 544,831 $ 491,016
=========================
* Derived from the audited December 31, 2002 consolidated balance sheet.
See notes to condensed consolidated financial statements.
3
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(DOLLARS IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30
----------------------
2003 2002
----------------------
OPERATING ACTIVITIES
Net income $ 28,821 $ 24,042
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and intangible amortization 11,608 6,813
Deferred income taxes (3,695) 448
Equity income from GTG (23,645) (21,022)
Distributions from GTG 6,999 6,485
Other items 338 500
Changes in operating assets and liabilities net of effect of acquisitions:
Accounts receivable (1,514) (3,287)
Inventories (3,436) 940
Accounts payable (3,259) 417
Income taxes payable 4,234 (1,780)
Accrued expenses and other current liabilities 6,495 708
Other (4,541) 22
----------------------
Net cash provided by operating activities 18,405 14,286
INVESTING ACTIVITIES
Purchases of property, plant and equipment (13,382) (4,910)
Purchase of companies (net of cash acquired) (3,174) (83,533)
Sales of property, plant and equipment 606 163
----------------------
Net cash used in investing activities (15,950) (88,280)
FINANCING ACTIVITIES
Proceeds from short-term debt 3,528 1,369
Proceeds from long-term debt 15,247 80,000
Payments from long-term debt (16,203) (18,630)
Dividends paid (4,546) (3,889)
Other 1,375 478
----------------------
Net cash (used in) provided by financing activities (599) 59,328
Effect of exchange rate changes 765 1,316
----------------------
Net increase (decrease) in cash and cash equivalents 2,621 (13,350)
Cash and cash equivalents at beginning of period 18,879 29,500
----------------------
Cash and cash equivalents at end of period $ 21,500 $ 16,150
======================
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 accounting principles generally accepted in the
United States 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 accounting principles generally
accepted in the United States for complete financial statements.
The results of operations for the nine-month period ended September 30, 2003,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. In the opinion of management, the unaudited
consolidated financial statements include all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation of the
financial position and the results of operations. 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, 2002.
Note B - Acquisitions
---------------------
WERNER RIETSCHLE HOLDING GMBH ACQUISITION:
On August 29, 2002, the Company purchased substantially all the assets and
liabilities of Werner Rietschle Holding GmbH ("Rietschle"), a privately held
company based in Schopfheim, Germany. Rietschle has been a world leader in
vacuum and pressure technology, which includes dry running and oil-lubricated
pumps, blowers, compressors, and pressure/vacuum pumps utilizing rotary vane,
screw, roots and claw technologies. The purchase price consisted of $83.3
million in cash and 1,800,000 treasury shares of the Company's common stock. The
Company negotiated a $120.0 million revolving credit facility with a group of
banks to finance the cash portion of the purchase price, of which $89.3 million
was outstanding as of September 30, 2003. Rietschle's operating results are
included in the Company's results since the date of acquisition.
A purchase price allocation was made and reflected in the September 30, 2003
financial statements. The fair value of the assets have been finalized, as well
as the majority of the liabilities acquired; however, certain pre-acquisition
claims are still being evaluated. Accordingly, the amounts recorded may change
as the allocation is finalized.
Supplemental pro forma information below for the three and nine months ended
September 30, 2002, is presented as though the business combination had been
completed as of the beginning of the periods being reported on. The pro forma
financial information does not necessarily reflect the results of operations
that would have occurred if the Company and Rietschle constituted a single
entity during such periods.
(In thousands, except per share data) Three Months Ended Nine Months Ended
Sept. 30, 2002 Sept. 30, 2002
-------------- ---------------
Net sales $83,975 $247,995
Net income $ 8,993 $ 26,931
Earnings per share - diluted $ .51 $ 1.53
5
The aggregate purchase price consists of (in thousands):
Cash $ 83,288
Fair value of Thomas common stock 44,754
Transaction costs 5,891
-----------------
Total aggregate purchase price $ 133,933
=================
The following summarizes the estimated fair values of the assets acquired and
liabilities assumed at the date of acquisition (in thousands):
Cash $ 3,487
Accounts receivable 24,959
Inventories 28,256
Other current assets 8,378
Property, plant and equipment 47,976
Other intangibles 16,655
Other assets 3,113
Current liabilities (27,516)
Long-term debt (19,536)
Other long-term liabilities (7,619)
---------------
78,153
Goodwill 55,780
---------------
Aggregate purchase price $133,933
===============
The valuations of property, plant and equipment and other intangible assets are
based on results of independent appraisals. The property, plant and equipment is
being depreciated on a straight-line basis over an estimated useful life ranging
from three to thirty years. The other intangible assets are being amortized on a
straight-line basis over a useful life range of five to twelve years, except for
$11,701,000 of trademarks, which are not being amortized.
The goodwill associated with the Rietschle acquisition is all allocated to the
Pump and Compressor Segment.
20% MINORITY INTEREST IN RIETSCHLE ITALIAN SUBSIDIARY:
On April 11, 2003, the Company purchased the remaining 20% minority interests in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
preliminarily allocated to goodwill. The Company now owns 100% of the Italian
subsidiary.
ALDAX AB ACQUISITION:
On July 31, 2003, the Company purchased all of the outstanding equity interests
of Aldax AB, of Stockholm, Sweden for $2.7 million, of which $1.7 million was
paid in cash at the acquisition date, while $1.0 million was set up as a
long-term liability to be paid on July 31, 2005, after the fair value of assets
and liabilities have been finalized. Approximately $2.0 million of the purchase
price was tentatively allocated to goodwill.
Note C - Contingencies
----------------------
On August 13, 2002, a petition was filed in the District Court of Jefferson
County, Texas adding Thomas Industries Inc. as a third party defendant in a
lawsuit captioned Hydro Action, Inc. v. Jesse James, individually, and d/b/a/
James Backhoe Service of Dietrich, Illinois, Inc. and Septic Solutions, Inc.
(the "Third Party Plaintiffs") (the "Original Lawsuit"). The Original Lawsuit
6
alleged that the Company violated the Texas Deceptive Trade Practices Act and
breached warranties of merchantability and fitness for a particular purpose with
respect to pumps sold by the Company and used in septic tanks manufactured or
sold by the plaintiffs. The Original Lawsuit has been stayed as a result of the
bankruptcy filing by Hydro Action, Inc. On October 8, 2003, a lawsuit was filed
against the Company, Gig Drewery, Yasunaga Corporation, Rietschle Thomas and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas making the
same allegations set forth in the Original Lawsuit as well as alleging breach of
contract, negligence and product liability and requesting class-action
certification. No class has been certified. The Third Party Plaintiffs are
plaintiffs in this action. This complaint has been amended to include
approximately 28 plaintiffs. The complaint currently seeks $3 million per
plaintiff and punitive and exemplary damages. The total sales related to these
products were approximately $900,000. Although this litigation is in the
preliminary stages, the Company believes it has meritorious defenses to the
claims and intends to vigorously defend this matter. Litigation is subject to
many uncertainties and the Company cannot guarantee the outcome of these
proceedings. However, based upon information currently available, the Company
does not believe that the outcome of these proceedings will have a material
adverse effect on the consolidated financial position, results of operations, or
cash flows of the Company.
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. If an unfavorable
outcome were to occur, the impact could be material to the Company.
Note D - Comprehensive Income
-----------------------------
The reconciliation of net income to comprehensive income follows:
(In thousands) THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
2003 2002 2003 2002
---- ---- ---- ----
Net income $ 10,583 $ 7,985 $ 28,821 $ 24,042
Other comprehensive income (loss):
Minimum pension liability 2 -- (61) --
Related tax expense (1) -- 21 --
Foreign currency translation 886 (931) 11,976 4,213
-------- -------- -------- --------
Total change in other comprehensive income 887 (931) 11,936 4,213
-------- -------- -------- --------
Total comprehensive income $ 11,470 $ 7,054 $ 40,757 $ 28,255
======== ======== ======== ========
7
Note E - 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
2003 2002 2003 2002
---- ---- ---- ----
Numerator:
Net income $10,583 $ 7,985 $28,821 $24,042
======= ======= ======= =======
Denominator:
Weighted average shares outstanding 17,217 15,894 17,179 15,471
Effect of dilutive securities:
Director and employee stock options 365 443 334 496
Employee performance shares 12 38 14 38
------- ------- ------- -------
Dilutive potential common shares 377 481 348 534
------- ------- ------- -------
Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed conversions 17,594 16,375 17,527 16,005
======= ======= ======= =======
Note F - Segment Disclosures
----------------------------
(In thousands) THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
2003 2002 2003 2002
---- ---- ---- ----
Total net sales including intercompany sales
Pump and Compressor $ 110,631 $ 69,640 $ 340,571 $ 177,858
Intercompany sales
Pump and Compressor (21,646) (10,399) (63,430) (22,632)
--------- --------- --------- ---------
Net sales to unaffiliated customers
Pump and Compressor $ 88,985 $ 59,241 $ 277,141 $ 155,226
========= ========= ========= =========
Operating income
Pump and Compressor $ 7,247 $ 7,742 $ 27,906 $ 23,303
Lighting* 10,615 7,498 23,645 21,022
Corporate (1,956) (1,602) (5,512) (4,506)
--------- --------- --------- ---------
$ 15,906 $ 13,638 $ 46,039 $ 39,819
========= ========= ========= =========
*Three months ended September 30 consists of equity income of $10,679,000 in
2003 and $7,547,000 in 2002 from our 32% interest in the joint venture, Genlyte
Thomas Group LLC (GTG), less $64,000 in 2003 and $49,000 in 2002 related to
expense recorded for Thomas Industries stock options issued to GTG employees.
Nine months ended September 30 consists of equity income of $23,853,000 in 2003
and $21,172,000 in 2002 from our 32% interest in GTG less $208,000 in 2003 and
$150,000 in 2002 related to expense recorded for Thomas Industries stock options
issued to GTG employees. The three and nine month periods include a
non-recurring gain of $2,272,000, net of legal fees, related to the settlement
of GTG's patent infringement lawsuit against Acuity Brands.
Note G - Goodwill and Other Intangible Assets
---------------------------------------------
The changes in net carrying amount of goodwill for the nine months ended Sept.
30, 2003 were as follows (in thousands):
8
Balance as of December 31, 2002 $ 55,669
Rietschle acquisition adjustments 4,534
20% minority interest acquisition 1,494
Aldax acquisition 1,988
Translation adjustments and other (3,597)
----------------
Balance as of September 30, 2003 $ 60,089
================
The goodwill included in the balance sheets is related to the Pump and
Compressor Segment.
Certain intangible assets have definite lives and are being amortized. In
accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
the Company evaluated the remaining useful lives of intangible assets as of
January 1, 2002, and where appropriate, revisions to the remaining period of
amortization were made. Amortizable intangible assets consist of the following
(in thousands):
Sept. 30, 2003 December 31, 2002
----------------------------------------- ----------------------------------------------
Accumulated Accumulated
Life Cost Amortization Life Cost Amortization
---- ---- ------------ ---- ---- ------------
Licenses 18-19 $ 483 $ 197 18-19 $ 466 $ 65
Patents 5-20 5,395 589 5-20 5,137 230
Other 1-10 2,897 724 1-10 2,633 491
-------------------------------- ---------------------------------
Total $ 8,775 $ 1,510 $ 8,236 $ 786
================================ =================================
The cost amount includes $8.2 million related to the Rietschle acquisition
allocated to patents and other intangibles. The total intangible amortization
expense for the nine months ended September 30, 2003 and 2002 was $632,000 and
$141,000, respectively.
The estimated amortization expense for the next five years beginning January 1,
2003 through December 31, 2007 is as follows (in thousands):
2003 $837
2004 720
2005 720
2006 720
2007 720
As of September 30, 2003, $11,701,000 has been allocated to non-amortizable
trademarks, in connection with the Rietschle acquisition.
Also included in other intangible assets is an intangible asset associated with
the minimum pension liability of $691,000 as of September 30, 2003 and December
31, 2002.
Note H - Long-lived Assets
--------------------------
Consistent with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," the Company evaluates long-lived assets for impairment and
assesses their recoverability based upon anticipated future cash flows. If facts
and circumstances lead the Company's management to believe that the cost of one
of its assets may be impaired, the Company will evaluate the extent to which
that cost is recoverable by comparing the future undiscounted cash flows
estimated to be associated with that asset to the asset's carrying amount and
write down that carrying amount to market value to the extent necessary.
9
Note I - 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)
Sept. 30, December 31,
2003 2002
---- ----
GTG balance sheets:
Current assets $447,777 $405,138
Long-term assets 283,484 267,843
Current liabilities 195,353 187,211
Long-term liabilities 52,650 69,795
Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
-------------- --------------
2003 2002 2003 2002
---- ---- ---- ----
GTG income statements (unaudited):
Net sales $ 272,769 $ 248,268 $ 764,795 $ 728,061
Gross profit 96,623 86,325 267,182 254,114
Earnings before interest and taxes 36,659 26,332 81,081 73,202
Net income 33,373 23,583 74,542 66,163
Amounts recorded by Thomas Industries Inc.:
Equity income from GTG $ 10,679 $ 7,547 $ 23,853 $ 21,172
Stock option expense (64) (49) (208) (150)
--------- --------- --------- ---------
Equity income reported by Thomas $ 10,615 $ 7,498 $ 23,645 $ 21,022
========= ========= ========= =========
Note J - Stock-Based Compensation
---------------------------------
Stock options are granted under various stock compensation programs to employees
and independent directors. The Company accounts for stock option grants in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). For purposes of pro forma disclosures,
the estimated fair value of the options is amortized to expense over the
options' vesting period.
Included in stock option activity, but accounted for in accordance with SFAS No.
123, are options granted to GTG employees, for which the Company has recorded
compensation expense. This compensation expense, shown net of tax, is also
included in the pro forma information below.
The Company's pro forma information in accordance with SFAS No. 123 is as
follows (in thousands, except per share data):
10
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30
------------------ ------------------
2003 2002 2003 2002
---------------------------------------------------------
Net income (as reported) $ 10,583 $ 7,985 $ 28,821 $ 24,042
Add: Stock-based compensation expense for GTG employees
included in reported net income, net of related tax
effect 59 49 190 141
Deduct: Total stock-based employee compensation
determined under fair value based method for all
awards, net of related tax effect (209) (270) (639) (742)
---------------------------------------------------------
Net income (pro forma) $ 10,433 $ 7,764 $ 28,372 $ 23,441
=========================================================
Net income per share (Basic) - As reported $ .61 $ .50 $ 1.68 $ 1.55
Pro forma .61 .49 1.65 1.52
Net income per share (Diluted) - As reported .60 .49 1.64 1.50
Pro formaa .59 .47 1.62 1.46
Note K - Product Warranty Costs
-------------------------------
The Company generally offers warranties for most of its products for periods
from one to five years. The specific terms and conditions of these warranties
vary depending on the product sold and country in which the Company does
business. The Company estimates the costs that may be incurred under its
warranty and records a liability in the amount of such costs at the time product
revenue is recognized. Factors that affect the Company's warranty liability
include that number of units sold, historical and anticipated rates of warranty
claims, and cost per claim. The Company periodically assesses the adequacy of
its recorded warranty liability and adjusts the amount as necessary.
Changes in the Company's warranty liability since December 31, 2002 are as
follows (in thousands):
Balance as of December 31, 2002 $ 2,674
Warranties issued 2,470
Settlements and other (777)
--------------
Balance as of September 30, 2003 $ 4,367
==============
Note L - Recent Accounting Pronouncements
-----------------------------------------
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 provides guidance on how to identify a variable interest entity ("VIE")
and determine when the assets, liabilities, non-controlling interest, and
results of operations of a VIE need to be included in a company's consolidated
financial statements. FIN 46 also requires additional disclosures by primary
beneficiaries and other significant variable interest holders. FIN 46 is
currently effective for all new VIEs existing as of January 31, 2003 from the
third quarter to year-end for companies that have not previously issued
financial statement reporting interests in VIEs in accordance with FIN 46. The
Company continues to assess the impact of FIN 46 but does not believe it will
have an effect on the financial statements when implemented.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
requires that certain financial instruments, which under previous guidance were
11
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatorily redeemable stock, certain financial
instruments that require or may require that issuer to buy back some of its
shares in exchange for cash or other assets, and certain obligations that can be
settled with shares of stock. Although certain portions of SFAS No. 150 have
been deferred indefinitely, certain portions of the statement were effective
during the third quarter of 2003. The provisions of this statement did not have
and are not expected to have an impact on the Company's statement of financial
position.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Thomas' discussion and analysis of its financial condition and results of
operations are based upon Thomas' consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. When preparing these consolidated financial statements, the
Company is required to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
In response to the Securities and Exchange Commission's (SEC) Release No.
33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting
Policies", the Company identified the following critical accounting policies,
which affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements. Based on the SEC's
suggestions, included with the accounting policies are potential adverse
results, which could occur if different assumptions or conditions were to
prevail.
The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Thomas' customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. Thomas provides for the estimated cost of product warranties. While
the Company engages in extensive product quality programs and processes, should
actual product failure rates differ from estimates, revisions to the estimated
warranty liability would be required. Thomas reserves for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory reserves may be required.
With respect to the Rietschle acquisition in 2002, the Company utilized an
independent appraisal in determining the fair value of assets and liabilities
acquired. Certain amounts of the purchase price allocation have not yet been
finalized, and as a result, the amounts recorded could change as the allocation
is finalized. If actual market conditions or other factors differ in the future
from those used by the independent appraiser, then asset write-downs may be
required.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets," Thomas tests at least annually for
impairment of goodwill and indefinite lived intangible assets. If facts and
circumstances lead the Company's management to believe that the cost of one of
these assets may be impaired, then further evaluations would be performed and
possible write-downs could occur. In accordance with SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," the Company evaluates
long-lived assets for impairment and assesses their recoverability based upon
anticipated future cash flows. If facts and circumstances lead the Company's
12
Item 2. Management's Discussion and Analysis - Continued
management to believe that the cost of one of its long-lived assets may be
impaired, then further evaluations would be performed and possible write-downs
could occur.
Thomas holds a 32 percent minority interest in the Genlyte Thomas Group LLC
(GTG) joint venture, which comprises Thomas' lighting segment and is accounted
for using the equity method. If future adverse changes in market conditions or
poor operating results of GTG occurred, it could result in losses or an
inability to recover the carrying value of the Company's investment, thereby
possibly requiring an impairment charge in the future. GTG's critical accounting
policies are determined separately by The Genlyte Group Incorporated, which owns
68 percent of GTG and consolidates the GTG results.
RESULTS OF OPERATIONS
On August 29, 2002, the Company purchased substantially all the assets and
liabilities of Werner Rietschle Holding GmbH ("Rietschle"), a privately held
company based in Schopfheim, Germany. See Note B in the notes to condensed
consolidated financial statements. Rietschle's operating results are included in
the Company's operating results since the date of acquisition. As we integrate
the Rietschle and Thomas entities, it becomes more difficult to determine the
impact of the Rietschle acquisition, on a stand-alone basis. The Company has
made its best estimate of the Rietschle impact to various income statement line
items, such as, net sales, gross profit, operating income and net income.
Eventually, it will not be meaningful to make these estimates.
The Company's net income was $10.6 million in the third quarter ended September
30, 2003, compared to $8.0 million in the third quarter ended September 30,
2002. Included in the third quarter of 2003 net income was a previously
announced non-recurring gain of $1.4 million related to the settlement of GTG's
patent infringement lawsuit. Rietschle's estimated net income after netting
interest expense on acquisition debt and other transaction related expenses was
negligible in the third quarters of 2003 and 2002. For the nine months ended
September 30, 2003, net income was $28.8 million, compared to $24.0 million in
the comparable period in 2002. Rietschle's estimated net income in the nine
months ended September 30, 2003, was $2.0 million, compared to breakeven in
2002. Excluding the impact of Rietschle and the non-recurring gain, net income
for the 2003 nine month period ended September 30, 2003, would have been $25.4
million, or 5.8% higher than the comparable 2002 period.
PUMP AND COMPRESSOR SEGMENT
Net sales for the third quarter ended September 30, 2003, increased 50.2% to
$89.0 million compared to $59.2 million for the third quarter of 2002. Included
in 2003 and 2002 were $38.8 million and $11.6 million, respectively, related to
Rietschle's estimated sales. Also favorably impacting the 2003 third quarter net
sales were the effects of exchange rates, which increased net sales by
approximately $3.6 million. Excluding the Rietschle net sales and the sales
increase due to exchange rate fluctuation, the 2003 net sales would have
decreased 2.1%. The following comments regarding net sales are based on
comparisons of the 2003 and 2002 third quarters when excluding the Rietschle net
sales and the effects of exchange rates. Net sales in the North American
operations were down slightly due primarily to lower sales in the automotive
market and competitive pricing pressures, which were partially offset by
increased unit sales to the medical market. European sales were down primarily
due to lower sales to the automotive, industrial and business equipment markets.
Net sales decreased in the Asia Pacific operations due to lower sales in the
environmental market. Net sales for the nine months ended September 30, 2003,
increased 78.5% to $277.1 million compared to $155.2 million for the comparable
2002 period. Included in 2003 and 2002 were $120.0 million and $11.6 million,
respectively, related to Rietschle's estimated sales. The favorable effects of
exchange rates increased the 2003 net sales by $9.3 million. Excluding the
Rietschle net sales and the sales increase due to exchange rate fluctuations,
the 2003 net sales for the nine months ended September 30, 2003, would have
increased 2.9%. The following comments regarding net sales are based on
comparisons of the 2003 and 2002 nine month periods when excluding the Rietschle
net sales and the effects of exchange rates. North American operations recorded
13
Item 2. Management's Discussion and Analysis - Continued
increases in 2003 sales compared to 2002 due primarily to strength in the
automotive and medical markets, which were partially offset by lower sales in
the environmental market and competitive pricing pressures. Net sales in the
European operations were up slightly due to improved sales to the environmental
and medical markets. Net sales decreased in the Asia Pacific operations due to
lower sales in the environmental and medical markets. With respect to the
Rietschle net sales for the third quarter and nine month periods, net sales were
lower than originally expected due to some implementation issues related to an
ERP system at our Schopfheim, Germany factory, as well as the vacation season in
Europe.
Gross profit for the Pump and Compressor Segment was $29.5 million, or 33.2% of
sales in the third quarter of 2003, compared to $21.2 million, or 35.7% in the
third quarter of 2002. Excluding Rietschle's estimated gross profit and the
impact of exchange rate fluctuations in 2003 and 2002, the Company's gross
profit percent would have been 35.3% and 35.9%, respectively. For the nine
months ended September 30, gross profit was $96.4 million, or 34.8% of sales in
2003, compared to $56.1 million, or 36.1% for the comparable period in 2002.
Excluding Rietschle's estimated gross profit and the impact of exchange rate
fluctuations in 2003 and 2002, the Company's gross profit percent would have
been 35.3% and 36.2%, respectively, for the nine month periods. The reduction in
the gross profit percentage for the third quarter and nine month periods was
primarily due to the negative impact from a new product being transitioned to
Chinese production, sales mix and competitive pricing pressures in some of our
markets, as well as unfavorable absorption due to the Rietschle sales shortfall
and some costs associated with the transfer of production lines from our
Fluerier, Switzerland facility to the other locations.
The Pump and Compressor Segment's selling, general and administrative (SG&A)
expenses were $22.3 million, or 25.0% of sales, in the third quarter of 2003,
compared to $13.4 million, or 22.7%, in the same period in 2002. These exclude
corporate expenses, which are discussed in a separate section below. The higher
percent of sales in the third quarter of 2003 for SG&A expenses, when including
Rietschle, is due to the increased number of Rietschle sales and service offices
throughout the world, which require a higher level of SG&A costs to operate.
Excluding Rietschle's estimated SG&A expenses and the impact of exchange rate
fluctuations, the 2003 third quarter SG&A expenses would be 21.3% of sales,
which is slightly higher than the 2002 third quarter percentage of 20.8%. SG&A
expenses for the nine months ended September 30, 2003, were $68.5 million, or
24.7% of sales, compared to $32.8 million, or 21.1% for the same period in 2002.
As mentioned for the third quarter above, the Rietschle acquisition is the
primary reason for the higher percentage in 2003. Excluding Rietschle's
estimated SG&A expenses and the impact of exchange rate fluctuations, the 2003
SG&A expenses for the nine months ended September 30, 2003 would be 20.7% of
sales, which is slightly higher than the 2002 percentage of 20.4%.
Operating income for the Pump and Compressor Segment was $7.2 million for the
third quarter of 2003, compared to $7.7 million for the 2002 third quarter.
Included in the 2003 and 2002 third quarters was $.6 million and $.5 million,
respectively, related to Rietschle's estimated operating income, and $.1 million
in 2003 related to the favorable impact of exchange rate fluctuations. Excluding
these items, the 2003 operating income would have been 9.0% below the 2002 third
quarter level. The following comments regarding operating income are based on
comparisons of the 2003 and 2002 third quarters when excluding the Rietschle
operating income and the effects of exchange rates. The North American
operations reported lower operating income results primarily due to lower
margins on a product being transferred to China for lower cost production, as
well as competitive pricing pressures and sales mix. The European operations
posted lower operating income in the 2003 third quarter versus 2002, primarily
due to lower sales volume. The Asia Pacific operating income was lower due to
lower sales volume and unfavorable product mix. Operating income for the nine
months ended September 30, 2003, was $27.9 million, compared to $23.3 million
for the comparable period in 2002. Included in the 2003 and 2002 nine month
periods were $5.2 million and $.5 million, respectively, related to Rietschle's
estimated operating income and $1.1 million in 2003 related to the favorable
impact of exchange rate fluctuations.
14
Item 2. Management's Discussion and Analysis - Continued
Excluding these items, the 2003 nine month period operating income would have
been 5.3% below the 2002 nine month period. The following comments regarding
operating income are based on comparisons of the 2003 and 2002 nine month
periods when excluding the Rietschle operating income and the effects of
exchange rates. The North American operations posted slightly lower operating
income primarily due to lower margins on a new product being transitioned to
Chinese production and competitive pricing pressures. The European operations
reported lower operating income for the nine month period due to unfavorable
product mix incurred on first quarter shipments. The Asia Pacific operating
income was lower due to lower sales volume and unfavorable product mix. With
respect to the Rietschle operating income for the third quarter and nine month
periods, our operating income was lower than originally expected due to a
shortfall in sales, which led to unfavorable absorption, as well as some
additional expenses associated with the transfer of production lines from our
Fluerier, Switzerland facility to other locations.
LIGHTING SEGMENT
The Genlyte Group (Genlyte) and Thomas formed the Genlyte Thomas Group LLC (GTG)
on August 30, 1998. The Lighting Segment's operating income includes our 32%
interest in the GTG joint venture, as well as expenses related to Thomas
Industries stock options issued to GTG employees. The Lighting Segment earnings
increased 41.6% to $10.6 million in the third quarter of 2003, compared to $7.5
million in the same period in 2002. Included in the third quarter earnings for
2003 was a previously announced non-recurring pre-tax gain of $2.3 million
related to the settlement of GTG's patent infringement lawsuit. Excluding this
non-recurring gain, the Lighting Segment's third quarter 2003 earnings would
have increased 10.7% over the comparable 2002 period. This increase was
primarily related to a 9.9% increase in GTG's sales, when comparing the 2003
third quarter to the same period in 2002. Approximately 6.9% of the sales
increase related to the recent Vari-Lite and Shakespeare acquisitions made by
GTG. These two acquisitions also contributed toward the increase in earnings.
For the nine month period ended September 30, 2003, the Lighting Segment
earnings were $23.6 million, or 12.5% higher than the $21.0 million reported for
the comparable 2002 period. Excluding the non-recurring gain, the 2003 nine
month earnings would have increased 1.4% over the comparable 2002 period. This
year-to-date increase was primarily due to a 5.0% sales increase, which was
partially offset by foreign currency transaction losses related to GTG's
Canadian divisions and higher legal expenses. Excluding recent acquisitions,
GTG's sales increase for the nine month period would be .6%.
Thomas' investment in GTG is accounted for using the equity method of
accounting. Under the terms of the LLC Agreement, any time on or after January
31, 2002, Thomas has the right (a "put right"), but not the obligation, to
require the Joint Venture (GTG) to purchase all, but not less than all, of
Thomas' ownership interest in GTG at the applicable purchase price. The purchase
price shall be equal to the "Fair Market Value" of GTG multiplied by Thomas'
ownership percentage in GTG. The "Fair Market Value" means the value of the
total interest in GTG computed as a going concern, including the control
premium.
Also under the terms of the LLC Agreement, on or after the final settlement or
disposition of Genlyte's case related to the Keene Creditors Trust lawsuit
against Genlyte and others, either Thomas or Genlyte has the right, but not the
obligation to buy the other parties' interest in GTG (the "Offer Right"). If
Thomas and Genlyte cannot agree on the terms, then GTG or the business of GTG
shall be sold to the highest bidder. Either party may participate in bidding for
the purchase of GTG or the business of GTG. On March 14, 2003, the Southern
District of New York Federal District Court dismissed the Genlyte case noted
above. On April 14, 2003, the Creditors Trust filed a Notice of Appeal to the
United States Court of Appeals for the Second Circuit from the final judgment
entered on March 17, 2003. The Notice claims to bring up for review all orders,
opinions, and decisions previously entered in the action. Therefore, no final
settlement or disposition has occurred and neither party has the ability to
exercise this right.
15
Item 2. Management's Discussion and Analysis - Continued
In the event of a Change of Control (i) of Thomas, GTG has the right, but not
the obligation, to purchase Thomas' interest for a purchase price equal to Fair
Market Value of GTG multiplied by Thomas' ownership interest or (ii) of Genlyte,
Thomas has the right, but not the obligation, to sell its interest to the Joint
Venture for a purchase price equal to Fair Market Value of GTG multiplied by
Thomas' ownership interest. The definition of "Change of Control" includes the
acquisition by any person of 25% or more of Thomas' outstanding common stock.
In the event of a Deadlock (as defined below), Thomas may exercise its Put Right
in accordance with the LLC Agreement or Genlyte may, in its sole discretion,
cause the entire Joint Venture or business of GTG to be sold. A "Deadlock" shall
be deemed to exist if (i) the Management Board of GTG fails to agree on a matter
for which Special Approval is required in accordance with the LLC Agreement and
(ii) such disagreement continues for 90 days. The definition of "Special
Approval" includes the approval of at least a majority of the management board
representatives, including, in all instances, approval by at least one
representative appointed by Thomas.
CORPORATE
As disclosed in Note F (Segment Disclosures) in the consolidated financial
statements, consolidated operating income includes corporate expenses. Corporate
expenses were $2.0 million for the three months ended September 30, 2003,
compared to $1.6 million for 2002. The increase in 2003 relates to higher
banking, audit and tax fees as a result of the Rietschle acquisition, as well as
higher costs associated with Sarbanes-Oxley Act compliance. Corporate expenses
were $5.5 million for the nine months ended September 30, 2003, compared to $4.5
million for the comparable period in 2002. The increases in corporate expenses
were due to the same factors given above for the third quarter increase.
Interest expense for the three months ended September 30, 2003 was $1.0 million
compared to $.9 million for 2002. The 2003 and 2002 amounts include $.6 million
and $.3 million, respectively, related to the Rietschle acquisition. Interest
expense for the nine months ended September 30, 2003, was $3.1 million compared
to $2.1 million for 2002. The 2003 and 2002 nine month periods include $1.9
million and $.3 million, respectively, related to the Rietschle acquisition. The
reduction in 2003, when excluding the Rietschle acquisition, was primarily
related to the $7.7 million payment of long-term debt on January 31, 2003, which
carried a 9.36% annual interest rate. Interest rates were also lower in 2003
compared to 2002.
Interest income and other for the three months ended September 30, 2003 was
income of $280 thousand compared to expense of $128 thousand in the comparable
period in 2002. The primary reason for the increase in income was that foreign
currency transaction gains were recorded in the 2003 three month period compared
to transaction losses recorded in the 2002 period. Excluding Rietschle, interest
income and other would have been income of $104 thousand and $98 thousand for
three months ended September 30, 2003 and 2002, respectively. For the nine
months ended September 30, 2003, interest income and other was income of $335
thousand compared to income of $157 thousand in 2002. The primary reason for the
increase in income was due to Rietschle's foreign currency transaction gains in
the 2003 nine month period compared to the transaction losses recorded in the
2002 nine month period. Excluding Rietschle, interest income and other would
have been income of $134 thousand and $383 thousand for the nine months ended
September 30, 2003 and 2002, respectively. The decrease in the 2003 nine month
period compared to 2002, when excluding Rietschle, relates to lower amounts of
invested cash in 2003 and lower interest rates versus 2002.
Income tax provisions were $4.6 million in both the three months ended September
30, 2003 and 2002. Income tax provisions were $14.5 million and $13.8 million in
the nine months ended September 30, 2003 and 2002, respectively. The effective
income tax rate was 30.5% and 36.5% for the third quarters of 2003 and 2002,
16
Item 2. Management's Discussion and Analysis - Continued
respectively. The effective income tax rate was 33.4% and 36.5% for the nine
month periods in 2003 and 2002, respectively. The decline in the effective tax
rate in 2003 was primarily due to the tax benefits achieved through the
Rietschle acquisition, as well as an increase in the amount of GTG foreign
equity earnings recorded net of tax and the effect of foreign tax rates.
LIQUIDITY AND SOURCES OF CAPITAL
Cash flows provided by operations in the first nine months of 2003 were $18.4
million compared to $14.3 million in the first nine months of 2002. The increase
in cash flows were primarily related to increases in net income and lower income
tax payments, in the nine months ended September 30, 2003.
Cash used in investing activities was $16.0 million for the nine months ended
September 30, 2003, compared to $88.3 million in the comparable 2002 period. The
reduction in cash usage was primarily due to the Rietschle acquisition in August
2002 for $83.5 million and only $3.2 million used for acquisitions in the 2003
nine month period. This was partially offset by higher purchases of property,
plant and equipment, which were $13.4 million in the first nine months of 2003,
compared to $4.9 million in the comparable 2002 period.
Financing activities used cash of $.6 million in the nine months ended September
30, 2003, as compared to providing cash of $59.3 million in the comparable 2002
period. The primary reason for the change between periods is due to lower
proceeds from long-term debt in the first nine months of 2003, compared to the
first nine months of 2002. The 2002 nine month period included $80.0 million of
proceeds from the $120.0 million revolving credit facility, which was used to
finance the cash portion of the Rietschle purchase price on August 29, 2002.
Dividends paid in 2003 were $4.5 million compared with $3.9 million in 2002. The
2003 dividends increased primarily due to the issuance of 1.8 million shares in
connection with the acquisition of Rietschle.
As of September 30, 2003, the Company had standby letters of credit totaling
$4,410,000 with expiration dates during 2004. The Company anticipates that these
letters of credit will be renewed at their expiration dates.
The Company announced in December 1999 that it planned to repurchase, from time
to time depending on market conditions and other factors, up to 15 percent, or
2,373,000 shares, of its outstanding Common Stock in the open market or through
privately negotiated transactions at the prevailing market prices. No purchases
were made under this repurchase plan during 2003. Under the December 1999
repurchase plan, the Company has purchased, on a cumulative basis through
September 30, 2003, 879,189 shares at a cost of $17.3 million, or an average
cost of $19.72 per share. The Company plans to fund any purchase of Company
stock through a combination of cash flows generated from operating activities
and our revolving line of credit.
Working capital increased from $82.0 million at December 31, 2002, to $88.6
million at September 30, 2003, primarily due to increases in accounts receivable
and inventories to support business activities.
Sept. 30, December 31,
Dollars in thousands 2003 2002
---- ----
Working capital $ 88,619 $ 82,030
Current ratio 2.39 2.66
Long-term debt, less current portion $ 104,307 $ 104,047
Long-term debt to total capital 22.8% 24.9%
17
Item 2. Management's Discussion and Analysis - Continued
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 $119.1 million are not restricted at September 30, 2003. Thomas is
currently in compliance with all covenants or other requirements set forth in
its borrowing agreements. In the event of non-compliance or if Thomas prepays
the debt, then Thomas would incur a penalty. At September 30, 2003, the
prepayment penalty would have been approximately $1.5 million on a pre-tax
basis.
As of September 30, 2003, the Company had a $120 million revolving line of
credit with its banks through August 28, 2005, $89.3 million of which was
outstanding. Of the $89.3 million outstanding at September 30, 2003, $87.0
million was classified as long-term debt and $2.3 million was classified as
notes payable, since the $2.3 million was paid off in October 2003. This line of
credit was used to fund the cash payment of $83 million for the Rietschle
acquisition and to support the short-term needs of the business for working
capital, fixed asset additions, and general business use. As of September 30,
2003, the Company had uncommitted short-term borrowing arrangements being used
by some of its foreign offices which totaled $2.7 million, which excludes the
$2.3 million from the revolving line of credit, noted above. As of September 30,
2003 and December 31, 2002, except as described above related to the GTG joint
venture, management was aware of no relationships with any other unconsolidated
entities, financial partnerships, structured finance entities, or special
purpose entities which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.
FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements under the
Private Securities Litigation Reform Act of 1995 when they are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those in the forward-looking
statements.
The statements contained in the foregoing "Management's Discussion and Analysis
of Financial Condition and Results of Operations," as well as other statements
contained in this Quarterly Report and statements contained in future filings
with the Securities and Exchange Commission and publicly disseminated press
releases, and statements which may be made from time to time in the future by
management of the Company in presentations to shareholders, prospective
investors, and others interested in the business and financial affairs of the
Company, which are not historical facts, are forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. Any
projections of financial performance or statements concerning expectations as to
future developments should not be construed in any manner as a guarantee that
such results or developments will, in fact, occur. There can be no assurance
that any forward-looking statement will be realized or that actual results will
not be significantly different from that set forth in such forward-looking
statement. In addition to the risks and uncertainties of ordinary business
operations, the forward-looking statements of the Company referred to above are
also subject to the following risks and uncertainties:
o The Company operates in a highly competitive business environment, and its
sales could be negatively affected by its inability to maintain or increase
prices, changes in geographic or product mix, or the decision of its
customers to purchase competitive products instead of the Company's
products. Sales could also be affected by pricing, purchasing, financing,
operational, advertising, or promotional decisions made by purchasers of
the Company's products.
18
Item 2. Management's Discussion and Analysis - Continued
o On an annual basis, the Company negotiates renewals for property, casualty,
workers compensation, general liability, product liability, and health
insurance coverages. Due to conditions within these insurance markets and
other factors beyond the Company's control, future coverages and the amount
of the related premiums could have a negative affect on the Company's
results.
o The Pump and Compressor Segment operates in a market where technology
improvements and the introduction of products for new applications are
necessary for future growth. The Company could experience difficulties or
delays in the development, production, testing, and marketing of new
products. As an original equipment supplier, the Company's results of
operations are directly affected by the success of its customers' products.
o The Pump and Compressor Segment has several key customers, none of which
are 10% or more of our consolidated sales. However, the loss of any of
these key customers could have a negative affect on the Company's results.
o The Pump and Compressor Segment has the leading market share in the oxygen
concentrator Original Equipment Manufacturers (OEM) market worldwide. The
Company's market share could be reduced significantly due to a competitor,
the vertical integration by our customers, or new technology replacing
compressed air in oxygen concentrators. The loss of market share in the
oxygen concentrator OEM market could have a significant adverse affect on
the Company's results.
o With the Rietschle acquisition, the Company is in the process of
integrating the Rietschle business. There can be no assurance that the
integration will occur in a timely fashion or in a manner which will allow
the Company to realize the full benefit of its strategies. As part of the
integration process, the Company plans on achieving certain synergies.
There can be no assurance that the synergies will be realized in a timely
manner or at the projected levels.
o With the Rietschle acquisition, the Company has a larger percentage of its
net assets exposed to foreign currency risks. As a result, this increased
exposure to foreign currency risks may adversely affect the Company's
results.
o With the Rietschle acquisition, the Company has a leading market share in
supplying compressors and systems to the printing industry worldwide. The
Company's market share could be reduced significantly due to competition or
technology. The loss of market share in the printing industry could have a
significant adverse affect on the Company's results.
o GTG, which comprises the Company's Lighting Segment, participates in highly
competitive markets that are dependent on the level of residential,
commercial, and industrial construction activity in North America. Changes
in interest rates, consumer preferences, office and plant occupancy rates,
and acceptance of new products affect the Lighting Segment.
o As the Company's business continues to expand outside the United States,
the Company could experience currency exchange rate fluctuations. The
Company could also be affected by nationalizations; unstable governments,
economies, or legal systems; terrorist attacks; or inter-governmental
disputes. These currency, economic, and political uncertainties may affect
the Company's results.
The forward-looking statements made by the Company are based on estimates that
the Company believes are reasonable. However, the Company's actual results could
differ materially from such estimates and expectations as a result of being
positively or negatively affected by the factors as described above, as well as
other unexpected, unanticipated, or unforeseen factors.
19
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company's long-term debt bears interest at both fixed and variable rates.
Variable rate long-term debt includes the $1.25 million Industrial Revenue Bond
and the $89.3 million outstanding from the revolving line of credit facility
that accrue interest at variable rates. Short-term borrowings of $2.7 million at
September 30, 2003, are priced at variable interest rates. The Company's results
of operations and cash flows are only affected by interest rate changes to its
variable rate debt. At September 30, 2003, $93.3 million was outstanding. A 100
basis point movement in the interest rate on the variable rate debt of $93.3
million would result in an $933,000 annualized effect on interest expense and
cash flows ($621,000 net of tax).
The Company also has short-term investments, including cash equivalents, of $9.9
million as of September 30, 2003, that bear interest at variable rates. A 100
basis point movement in the interest rate would result in an approximate $99,000
annualized effect on interest income and cash flows ($66,000 net of tax).
The fair value of the Company's long-term debt 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 $135,000 annualized
effect on the fair value of long-term debt ($90,000 net of tax).
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 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, Asia, and South America. Our Lighting Segment
currency exposure is primarily in Canada.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of the end of the period covered by this
report, that the Company's disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to
ensure that information required to be disclosed in the reports that the Company
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. There were no changes in
the Company's internal controls over financial reporting during the quarter
ended September 30, 2003 that have materially affected, or are reasonably likely
to materially affect, the Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
On August 13, 2002, a petition was filed in the District Court of Jefferson
County, Texas adding Thomas Industries Inc. as a third party defendant in a
lawsuit captioned Hydro Action, Inc. v. Jesse James, individually, and d/b/a/
James Backhoe Service of Dietrich, Illinois, Inc. and Septic Solutions, Inc.
(the "Third Party Plaintiffs") (the "Original Lawsuit"). The Original Lawsuit
alleged that the Company violated the Texas Deceptive Trade Practices Act and
breached warranties of merchantability and fitness for a particular purpose with
respect to pumps sold by the Company and used in septic tanks manufactured or
sold by the plaintiffs. The Original Lawsuit has been stayed as a result of the
bankruptcy filing by Hydro Action, Inc. On October 8, 2003, a lawsuit was filed
against the Company, Gig Drewery, Yasunaga Corporation, Rietschle Thomas and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas making the
same allegations set forth in the Original Lawsuit as well as alleging breach of
contract, negligence and product liability and requesting class-action
certification. No class has
20
Item 1. Legal Proceedings - Continued
been certified. The Third Party Plaintiffs are plaintiffs in this action. This
complaint has been amended to include approximately 28 plaintiffs. The complaint
currently seeks $3 million per plaintiff and punitive and exemplary damages. The
total sales related to these products were approximately $900,000. Although this
litigation is in the preliminary stages, the Company believes it has meritorious
defenses to the claims and intends to vigorously defend this matter. Litigation
is subject to many uncertainties and the Company cannot guarantee the outcome of
these proceedings. However, based upon information currently available, the
Company does not believe that the outcome of these proceedings will have a
material adverse effect on the consolidated financial position, results of
operations, or cash flows of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer
pursuant to Rule 13a-14(b) and Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith
31.2 Certification of Chief Financial Officer
pursuant to Rule 13a-14(b) and Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant Section 906 of the
Sarbanes - Oxley Act of 2002, filed herewith.
(b) Reports of Form 8-K
A Form 8-K was filed on July 21, 2003, attaching a
press release announcing second quarter 2003 earnings.
A Form 8-K was filed on August 29, 2003, attaching a
press release announcing a gain as a result of the
settlement of a patent infringement lawsuit by Genlyte
Thomas Group.
A Form 8-K was filed on September 23, 2003, attaching a
press release announcing third quarter earnings
outlook.
Items 2, 3, 4 and 5 are not applicable and have been omitted.
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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.
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Registrant
/s/ Phillip J. Stuecker
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Phillip J. Stuecker, Vice President &
Chief Financial Officer
Date: November 13, 2003
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