SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 31, 2004
(Previously reported as August 2, 2004)
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-5426 61-0505332
(Commission File Number) (IRS Employer Identification No.)
4360 Brownsboro Road, Suite 300
Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
502/893-4600
N/A
(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On July 31, 2004, Thomas Industries Inc. (the "Company" or "Thomas")
completed the sale of its 32% joint venture interest in Genlyte Thomas Group LLC
(GTG) to the Genlyte Group Incorporated for approximately $400 million, which is
an estimate that will not be finalized until March 2005 due to tax
considerations.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Consolidated Statements of Income set
forth below give the effect to the sale of GTG (described in ITEM
2 above) as if the sale had occurred at the beginning of each
period presented. The Unaudited Pro Forma Consolidated Condensed
Balance Sheet at June 30, 2004 includes adjustments to reflect an
estimated after-tax gain of approximately $84.6 million (based on
a 6/30/04 book basis) on the sale of GTG assuming the sale had
been completed as of that date. The pro forma gain adjustment has
not been made to the Unaudited Pro Forma Consolidated Statements
of Income, as it will not have a continuing impact on the
Company's results of operations.
The pro forma adjustments are based on presently available
information and assumptions that management believes are
reasonable and are described in the Notes to Unaudited Pro Forma
Consolidated Condensed Financial Statements. The unaudited pro
forma financial information has been included as required by the
Securities and Exchange Commission and is not necessarily
indicative of the results that would have been reported had the
disposition actually occurred on the dates specified, nor is it
indicative of the results that may be obtained in the future.
The Unaudited Pro Forma Consolidated Condensed Financial
Statements should be read in conjunction with the Company's Annual
Report for the year ended December 31, 2003 and the Company's
unaudited financial statements for the six months ended June 30,
2004.
2
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma Adjustments
--------------------------------------
Other Pro Forma As
Actual Sale of GTG Adjustments Adjusted (A)
-------------------- ---------- -------------- ---------------
Net sales $ 212,174 $ - $ - $ 212,174
Cost of products sold 136,228 - - 136,228
-------------------- ---------- ------------ ---------------
Gross profit 75,946 - - 75,946
Selling, general and administrative expenses 58,368 - (284) (B) 58,084
Equity income from GTG 15,419 (15,419) (C) - -
-------------------- ---------- ------------ ---------------
Operating income 32,997 (15,419) 284 17,862
Interest expense 1,961 - (1,478) (D) 483
Interest income (expense) and other 434 - - 434
-------------------- ---------- ------------ ---------------
Income before income taxes 31,470 (15,419) 1,762 17,813
Income taxes 11,015 (5,397) (E) 1,169 (F) 6,787
-------------------- ---------- ------------ ---------------
Net income $ 20,455 $ (10,022) $ 593 $ 11,026
==================== ========== ============ ===============
Net income per share - basic $ 1.18 $ (0.58) $ 0.03 $ 0.64
==================== ========== ============ ===============
Net income per share - dilutive $ 1.15 $ (0.56) $ 0.03 $ 0.62
==================== ========== ============ ===============
Shares used in computing basic net income per share 17,355 17,355 17,355 17,355
==================== ========== ============ ===============
Shares used in computing dilutive net income per share 17,743 17,743 17,743 17,743
==================== ========== ============ ===============
3
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003
(IN THOUSANDS, EXCEPT SHARE DATA)
Pro Forma Adjustments
------------------------------------
Other Pro Forma As
Actual Sale of GTG Adjustments Adjusted (A)
-------------- --------------- -------------- ----------------
Net sales $ 376,774 $ - $ - $ 376,774
Cost of products sold 246,832 - - 246,832
-------------- --------------- -------------- ----------------
Gross profit 129,942 - - 129,942
Selling, general and administrative expenses 101,943 - (566)(B) 101,377
Equity income from GTG 32,138 (32,138)(C) - -
-------------- --------------- -------------- ----------------
Operating income 60,137 (32,138) 566 28,565
Interest expense 4,237 - (3,576)(D) 661
Interest income (expense) and other (221) - - (221)
-------------- --------------- -------------- ----------------
Income before income taxes 55,679 (32,138) 4,142 27,683
Income taxes 18,340 (10,573)(E) 1,894(F) 9,661
-------------- --------------- -------------- ----------------
Net income before minority interest 37,339 (21,565) 2,248 18,022
Minority interest, net of tax 25 - - 25
-------------- --------------- -------------- ----------------
Net income $ 37,314 $ (21,565) $ 2,248 $ 17,997
============== =============== ============== ================
Net income per share - basic $ 2.17 $ (1.25) $ 0.13 $ 1.05
============== =============== ============== ================
Net income per share - dilutive $ 2.12 $ (1.23) $ 0.13 $ 1.02
============== =============== ============== ================
Shares used in computing basic net income per share 17,200 17,200 17,200 17,200
============== =============== ============== ================
Shares used in computing dilutive net income per share 17,570 17,570 17,570 17,570
============== =============== ============== ================
4
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS
AT JUNE 30, 2004
(IN THOUSANDS)
Pro Forma Adjustments
-----------------------------------------
Pro Forma As
Actual Sale of GTG Debt Payoff Adjusted (A)
----------------- ----------------- ---------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 37,379 $ 316,382(G) $ (109,032)(H) $ 244,729
Accounts receivable, net 59,448 - - 59,448
70,021 - - 70,021
Deferred income taxes 6,804 - - 6,804
Other current assets 5,806 - - 5,806
----------------- ----------------- ---------------- -----------------
Total current assets 179,458 316,382 (109,032) 386,808
Property, plant & equipment 106,789 - - 106,789
Investment in GTG 224,767 (224,767)(G) - -
Other intangible assets, net 21,110 - - 21,110
Goodwill 62,545 - - 62,545
Other assets 4,828 (284)(G) - 4,544
----------------- ----------------- ---------------- -----------------
TOTAL ASSETS $ 599,497 $ 91,331 $ (109,032) $ 581,796
================= ================= ================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 5,082 $ - $ (5,082)(H) $ -
Accounts payable 15,350 - - 15,350
Accrued expense and other current liabilities 33,342 - - 33,342
Dividends payable 1,651 - - 1,651
Income taxes payable 3,985 - - 3,985
Current portion of long-term debt 9,775 - (7,700)(H) 2,075
----------------- ----------------- ---------------- -----------------
Total current liabilities 69,185 - (12,782) 56,403
Deferred income taxes 5,788 497(G) - 6,285
Long-term debt, less current portion 103,812 - (96,250)(H) 7,562
Long-term pension liability 13,189 - - 13,189
Other long-term liabilities 9,184 - - 9,184
----------------- ----------------- ---------------- -----------------
TOTAL LIABILITIES 201,158 497 (109,032) 92,623
Shareholders' equity:
Preferred stock - - - -
Common stock 18,275 - - 18,275
Capital surplus 139,791 760(G) - 140,551
Deferred compensation 1,518 - - 1,518
Treasury stock held for deferred compensation (1,518) - - (1,518)
Retained earnings 233,454 84,646(G) - 318,100
Accumulated other comprehensive income (loss) 18,878 5,428(G) - 24,306
Less cost of treasury shares (12,059) - - (12,059)
----------------- ----------------- ---------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 398,339 90,834 - 489,173
----------------- ----------------- ---------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 599,497 $ 91,331 $ (109,032) $ 581,796
================= ================= ================ =================
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THOMAS INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Transaction Summary
The Company received $400.4 million of cash proceeds from the sale of its 32%
interest in GTG. From this amount, we assumed transaction costs of $2.8 million
and income taxes of $81.2 million would be paid, which would leave $316.4
million of net cash proceeds.
From the net cash proceeds, $109.0 million was used to pay short-term notes
payable to banks of $5.1 million, $7.7 million of current portion of long-term
debt, and $96.2 million of long-term debt.
Using the Company's book value at June 30, 2004, the Company's estimated net
gain from the sale of GTG is $84.6 million, which was only included as an
adjustment to the pro forma balance sheet as of June 30, 2004. The net gain was
not included for pro forma income statement purposes for any period presented,
since this net gain will not have a continuing impact on the Company's results
of operations.
Adjustments to Unaudited Pro Forma Consolidated Condensed Financial Statements:
(A) Represents the Company's pro forma statements of income and balance
sheet for the periods and as of the date indicated. Pro forma as
adjusted reflects the sale of its 32% interest in GTG and the use of a
portion of the net proceeds from the sale to repay short-term and
long-term debt.
(B) The adjustment reflects the reduced bank fees and deferred loan
amortization due to using a portion of the proceeds from the sale of
GTG to pay down bank debt as of the beginning of the period, as
follows:
Six Months Ended Twelve Months Ended
June 30, 2004 December 31, 2003
------------- -----------------
Description (In thousands)
-----------
Reduced bank fees due to paying down debt $160 $318
Reduced deferred loan amortization 124 248
---- ----
Total $284 $566
==== ====
(C) The adjustment reflects the elimination of GTG equity income due to
the sale of GTG as of the beginning of the period.
(D) The adjustment reflects the reduced interest expense due to using a
portion of the proceeds from the sale of GTG to pay down debt as of
the beginning of the period. Specifically, the interest expense was
calculated as follows for the respective period:
6
Six Months Ended Twelve Months Ended
Description June 30, 2004 December 31, 2003
------------ ---------------- ------------------
(In thousands)
Revolving credit notes at variable
interest rates based
on actual interest incurred $1,048 $2,053
Industrial revenue bonds at variable
interest rates based on actual interest incurred 8 17
Senior notes at a 9.36% fixed rate for the
outstanding balance multiplied
by the appropriate number of days:
$7.7 million outstanding 1/1/03-1/31/03 - 62
$7.7 million outstanding 1/1/03-1/31/04 62 724
$7.7 million outstanding 1/1/03-6/30/04 360 720
------ ------
Total related to senior notes 422 1,506
------ ------
Total Interest Expense $1,478 $3,576
====== ======
(E) The adjustment reflects the tax effect of the pro forma adjustments at
the Company's actual effective tax rates as follows:
Six Months Ended Twelve Months Ended
June 30, 2004 December 31, 2003
------------- -----------------
Description (In thousands)
----------- -
Elimination of GTG equity income $15,419 $32,138
Effective tax rate x 35% x 32.9%
------- -------
Total $ 5,397 $10,573
======= =======
(F) The adjustment reflects the tax effect of the pro forma adjustments as
follows:
Six Months Ended Twelve Months Ended
June 30, 2004 December 31, 2003
------------- -----------------
Description (In thousands)
-----------
Reduced bank fees due to paying down debt $ 160 $ 318
Reduced deferred loan amortization 124 248
Reduced interest expense due to paying
down debt(see Footnote (D)) 1,478 3,576
------- -------
Income before income taxes 1,762 4,142
Effective tax rate x 35% x 32.9%
------- -------
Subtotal 617 1,363
------- -------
To adjust overall effective tax rate:
Pro forma as adjusted-income before
income taxes 17,813 27,683
Tax rate differential:
From 35% to 38.1% x 3.1%
From 32.98% to 34.9% x 1.92%
------- -------
Subtotal 552 531
------- -------
Total $ 1,169 $ 1,894
======== =======
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The increase in the Company's overall effective tax rate is primarily due to the
impact of GTG's foreign equity earnings (recorded net of tax), which previously
reduced the Company's effective tax rate.
(G) The adjustments reflect the sale of GTG as follows:
Description (In thousands)
----------- --------------
Gross cash proceeds from sale of GTG $400,350
Estimated transaction costs (2,771)
Estimated income taxes (81,197)
--------
Net cash proceeds from sale of GTG 316,382
Less balances as of June 30, 2004:
Elimination of the investment in GTG (224,767)
Elimination of deferred loan costs related to debt being paid down (284)
Elimination of deferred income tax assets related to GTG (497)
Acceleration of the expensing of stock options issued to GTG employees (760)
Accumulated other comprehensive income (loss) adjustments:
Elimination of minimum pension liabilities (net of tax) related to GTG (4,938)
Elimination of foreign currency translation related to GTG (490) (5,428)
------ ---------
Adjustment to retained earnings $ 84,646
=========
(H) The adjustments reflect the use of a portion of the proceeds from the
sale of GTG to pay off the June 30, 2004 debt balances as follows:
Description (In thousands)
----------- --------------
Payoff short-term notes payable to banks $ 5,082
Payoff senior notes 7,700
Long-term debt, less current portion adjustments:
Payoff revolving credit notes 95,000
Payoff industrial revenue bonds 1,250 96,250
------ ----------
Total reduction in cash $109,032
==========
(c) Exhibits
Exhibit Number Description
-------------- -----------
2 Purchase Agreement dated May 20, 2004 among Genlyte
Thomas Group LLC, The Genlyte Group Incorporated
and the Company, filed as Exhibit 2 to registrant's
report on Form 8-K filed May 21, 2004, hereby
incorporated by reference.
99.1 Press Release dated August 2, 2004 announcing sale
of its interest in Genlyte Thomas Group LLC, filed
as Exhibit 99.1 to registrant's report on Form 8-K
filed August 2, 2004, hereby incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS INDUSTRIES INC.
(Registrant)
By: /s/ Phillip J. Stuecker
-----------------------------------
Phillip J. Stuecker, Vice President
of Finance, Chief Financial Officer,
and Secretary
Dated: August 13, 2004
9