<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 4, 1999, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
_______________.
Commission file number: 1-4682
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Tennessee 22-1326940
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
8155 T & B Boulevard
Memphis, Tennessee 38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(901) 252-8000
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock - $0.10 Par Value Outstanding Shares at May 10, 1999
(TITLE OF EACH CLASS) 56,865,494
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
ITEM 2. The Registrant is amending the Management's Discussion and Analysis
of Results of Operations and Financial Condition contained in its Quarterly
Report on Form 10-Q for the fiscal quarter ended April 4, 1999 to include
additional disclosure regarding the Registrant's cost-reduction program. Set
forth below is the amended text.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Thomas & Betts Corporation reported record first-quarter financial
results for the first quarter of 1999. For the quarter ended April 4, 1999,
the Corporation had net earnings of $38.0 million compared with $37.3 million
in the same 1998 period. Diluted earnings per share (EPS) were $0.67, two
cents above diluted EPS of $0.65 in 1998's first quarter, and basic EPS were
$0.67 versus $0.66 in the prior-year quarter.
First-quarter net sales grew 10.5% to $601.5 million from 1998's $544.5
million. Contributions from acquisitions over the past year, most
significantly Kaufel Group, Ltd., increased sales by 11.7%, helping to offset
lower year-over-year sales in the Electronic OEM and Communications segments.
On a geographic perspective, sales to European and Latin American
customers improved dramatically in the quarter. European sales rose 45.8%
from last year's quarter due to the addition of sales from electrical
acquisitions and higher electronic component sales volumes. Sales in Latin
America grew 143.1% year over year as a result of increased penetration of
core electrical and electronic markets. Sales in Canada were 31.9% higher
than 1998's first quarter as a result of the acquisition of Kaufel in late
1998. Sales to customers within the Asia/Pacific region declined 8.9% versus
the prior year as the year-over-year negative growth of that region's
economies overpowered additional sales from acquisitions.
The consolidated gross margin remained at 1998's level of 29.6%, while
the consolidated operating margin decreased to 9.8% from 10.7% as a result of
acquisition-related year-over-year increases in marketing, general and
administrative expenses as a percentage of sales.
2
<PAGE>
First-quarter income from unconsolidated companies increased 5.5% from
the prior-year as a result of continued strong equity income from the
Corporation's interest in unconsolidated companies in the Electrical segment.
Other expense-net was $1.8 million higher than last year primarily due to
higher acquisition-related interest expense. The Corporation's effective tax
rate for the first quarter was 29% which is the Corporation's projected
full-year 1999 effective rate, absent significant acquisitions or
divestitures. That rate compared with an effective rate of 30.6% in the 1998
quarter and was lower as Thomas & Betts continued to enjoy the benefits of
tax planning initiatives implemented during 1997 and 1998.
COST-REDUCTION PROGRAM
Cost-reduction savings, net of related project expenses, in the quarter
exceeded net savings anticipated at the outset of the cost-reduction program
in the third quarter of 1998, as shown in the following table:
(In millions)
<TABLE>
<CAPTION>
FIRST QUARTER 1999
ORIGINALLY
ANTICIPATED ACTUAL
<S> <C> <C>
Savings
- --------
Salaries $ 2.4 $ 2.0
Manufacturing Labor 6.1 5.2
Depreciation 0.1 0.1
Overhead (1.0) (0.6)
--------- --------
Total $ 7.6 $ 6.7
Related Project Expenses (7.6) (2.6)
- -------------------------- --------- --------
Net Savings $ - $ 4.1
--------- --------
--------- --------
</TABLE>
Net savings in the first quarter exceeded original expectations
primarily because lower project expenses were incurred than originally
anticipated. Project expenses are primarily relocation and training costs
which must be expensed as incurred since they provide future value. The lower
level of project expenses actually incurred in the first quarter reflects
re-sequencing of the particular projects undertaken to obtain a greater
initial benefit. Net savings for the second quarter are expected to be less
than $1 million, reflecting higher project expenses; however, for full year
1999 net savings are expected to be substantially the same as originally
anticipated at the outset of the program.
Cash disbursements which were charged against reserves for severance and
facility exit costs in the first quarter of 1999 were approximately $4.0
million compared to $7.2 million originally anticipated. The lower
expenditure reflects the later timing of facility closures in the first
quarter.
Asset write-offs in the first quarter of 1999 were less than originally
anticipated because sales of facilities to be idled, and therefore their
related write-offs, have not occurred as rapidly as originally planned.
SEGMENT RESULTS
Sales of the Electrical segment increased 23.3% to $321.8 million for
the quarter, and segment earnings rose 7.0% to $47.8 million. Sales from
acquisitions, together with strong demand in utility markets, accounted for
the segment's sales growth. The segment's earnings growth was less than the
sales growth due to changes in the mix of products sold. Electrical sales
improved month-over-month throughout the quarter, and demand in Canada, where
the Corporation records 15% of its Electrical sales, also began to recover
late in the quarter in response to higher commodity prices that have fueled
an upturn of industrial and commercial construction in that country.
First-quarter sales of the Electronic OEM segment were $158.0 million,
7.8% lower than the 1998 period. First-quarter segment earnings were $14.0
million, or 12.8% lower compared with 1998's first-quarter results. Volume
decreases in components sold to computer and automotive manufacturers and
lower prices accounted for the decline. In the quarter the Corporation sold
$8.7 million of products based on its Metallized Particle Interconnect (MPI)
technology and shipped the first production quantities of its lithium-polymer
ion (LPI) battery packs.
Sales of the Communications segment were $62.4 million, 8.6% lower than
1998's first-quarter level. Uncertainty among U.S. telecommunications
customers as a result of industry mergers and depressed foreign economies
caused the decrease in segment sales. First-quarter segment earnings were
well below those of 1998's quarter with the decline due primarily to an
unfavorable shift of sales to lower-margin cable television amplifier
products and the lower sales to telecommunications customers.
Other sales in the first quarter totaled $59.3 million, 34.8% above
1998's first-quarter level. Sales of steel structures rose dramatically
year-over-year compared with weak prior-year sales as demand from traditional
utility customers' projects returned to more normal levels and sales of
wind-generation towers remained strong. Earnings on other sales increased to
$6.1 million, $5.9 million over 1998's quarter, due to more effective
capacity utilization and expense control in the manufacture of steel
structures and heating units.
3
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities was $23.1 million through the
first three months of 1999. Accounts receivable rose $38.9 million from
year-end 1998 primarily as a result of:
- temporary increases associated with conversions of the Corporation's
various financial systems;
- payment of volume incentive discounts to customers for their 1998
purchases, reducing accruals for discounts which are recorded as
contra assets offsetting gross receivables;
- the acquisition of Ocal; and
- seasonal build-up of accounts receivable generated by the heating
business due to its annual pre-season sales program.
Inventory levels were $18.2 million higher than year-end levels due to
three factors:
- the acquisition of Ocal;
- ramp-up for a new product launch; and
- safety stock that the Corporation held to avoid customer service
disruptions as it moved product lines from one plant to another to
achieve lower manufacturing costs.
Accounts payable increased $7.6 million during the quarter, reflecting
additional purchases in support of higher sales and inventory levels.
Capital expenditures for the first quarter of 1999 totaled $31.4
million, a decrease of 9.2% versus the same period of 1998. The spending
decline primarily resulted from lower spending on information systems
compared with the prior year's high levels. Dividends paid during the three
months of 1999 totaled $15.9 million for dividends declared in the fourth
quarter of 1998.
As of April 4, 1999, marketable securities, cash and equivalents totaled
$63.7 million, compared with $106.5 million as of January 4, 1999. The cash
balance was reduced as a result of two factors:
- reduced cash balance requirements while still retaining the same tax
benefits related to funds held in Puerto Rico; and
- improved banking and cash management arrangements related to recent
acquisitions.
Thomas & Betts maintains a commercial paper program, which is backed by
$500 million of revolving-credit agreements. At April 4, 1999, $135 million
of commercial paper was outstanding. Management believes that its external
financial resources and internally generated funds are sufficient to meet the
Corporation's immediate short-term capital needs. Longer term, Thomas & Betts
will continue to finance future acquisitions through issuance of private or
public debt, common stock, other equity instruments, internally generated
funds or a combination of those sources.
4
<PAGE>
On January 5, 1999, the Corporation completed its acquisition of Ocal,
Inc., a manufacturer of PVC-coated conduit and components for use in
corrosive industrial environments, for cash of approximately $20 million.
Ocal's manufacturing facility is located in Mobile, AL.
In February 1999, the Corporation issued approximately $150 million
of 10-year medium-term notes at par with a coupon of 6.39%. The Corporation
used the proceeds from that sale to reduce borrowings under its commercial
paper program and under uncommitted lines of credit.
OTHER EVENTS
On January 27, 1999, the Corporation entered into an agreement to
acquire the outstanding common stock of AFC Cable Systems, Inc. (AFC) in a
stock-for-stock merger valued at approximately $490 million. AFC is a Rhode
Island-based manufacturer of electrical and communications products and
systems for commercial and industrial buildings. The Corporation is hopeful
that the transaction, which is currently pending before the SEC and is
subject to approval by the shareholders of both companies, will be completed
in the first half of 1999. It is expected to be accounted for as a pooling of
interests.
YEAR-2000 READINESS PROGRAM
Thomas & Betts is actively engaged in a corporate-wide program to ensure
its systems and products are Year-2000 compliant. The Year-2000 issue is the
result of computer programs being written using two digits rather than four
to define the applicable year. As a result, computer programs that have
time-sensitive software are at risk to recognize a date using "00" as the
year 1900 rather than the year 2000. Thomas & Betts is taking steps that it
believes will ensure no disruption to its operations. In 1997, the
Corporation began a worldwide-technology upgrade of its order-entry and
financial-reporting computer systems. As part of that project, Thomas & Betts
has completed an assessment of its Year-2000 issue and is modifying or
replacing portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and thereafter.
Thomas & Betts' plan to resolve the Year-2000 issue involves four
phases: assessment, remediation, testing and implementation. As of September
1998, Thomas & Betts had completed its assessment of all significant computer
systems that could be affected by the Year-2000 issue. The assessment
indicated that many of the Corporation's important information technology
systems could be affected, and that software used in certain manufacturing
equipment was at risk. Thomas & Betts is currently in the process of
correcting those systems and manufacturing equipment that present a risk.
5
<PAGE>
At April 4, 1999, Thomas & Betts had completed 94% of the remediation
phase for all non-compliant legacy programs, and expects to complete
remediation of these programs by July 1, 1999. After completing the
reprogramming and replacement of software, the Corporation's plans call for
testing and implementing its information technology systems. Thomas & Betts
has implemented core order entry, distribution, pricing, plant and financial
systems that are Year-2000 compliant. The Corporation expects to complete the
testing phase by July 1, 1999, with all remediated systems fully implemented
by September 1, 1999.
With respect to operating equipment, Thomas & Betts had completed an
assessment of equipment that could be affected by the Year-2000 issue, had
completed 75% of the remediation phase and had completed 75% of the testing
of that equipment at April 4, 1999. Once testing is completed, the operating
equipment will be ready for immediate use. Thomas & Betts expects to complete
its equipment remediation efforts by July 1, 1999, and testing and
implementing of all affected equipment by September 1, 1999.
Thomas & Betts has surveyed its important suppliers, vendors and
customers, either by mail or telephone, to assess their Year-2000 readiness.
To date, the Corporation is not aware of any problems within those groups
that would materially affect results of Thomas & Betts' operations.
The Corporation is utilizing both internal and external resources to
reprogram or replace, test and implement the software and operating equipment
for Year-2000 modifications. As part of the previously mentioned
worldwide-technology upgrade that began in 1997, the Corporation has been and
is installing new systems with greatly enhanced functionality that will also
solve potential Year-2000 problems in those areas. Management anticipates
that its costs to modify existing software for Year-2000 compliance will
approximate $2 million, and to date, Thomas & Betts has spent approximately
75% of that amount on Year-2000 issues.
Thomas & Betts' plans to complete Year-2000 modifications are based on
management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources and other factors. Estimates of the status of completion and the
expected completion dates are based on hours expended to date compared to
total expected hours. However, there can be no guarantee that those estimates
will be achieved, and actual results could differ materially from those
anticipated. Specific factors that might cause material differences include,
but are not limited to, the availability and cost of personnel training in
this area, and the ability to locate and correct all relevant computer codes
and similar uncertainties.
The Corporation has contingency plans to address situations that may
result if the Corporation is unable to achieve Year-2000 readiness of its
critical operating systems. Those contingency plans cover the critical order
processing and distribution systems, as well as plant operating systems. A
majority of those plans involve redundant systems. For example, the
Corporation is remediating existing systems in parallel with development of
Year-2000 compliant replacement systems for order processing and distribution.
In the event that the Corporation's actions to correct potential Year-
2000 issues are incomplete and its contingency plans fail, the incorrect
recognition of the year 2000 by time-sensitive software could result in a
6
<PAGE>
system failure or miscalculations causing disruptions of operations --
including, among other things, a temporary inability to process orders,
prepare invoices or engage in normal business activities. The Corporation
expects that any such disruption would be temporary and likely not material,
as any previously undetected root cause for such disruption could likely be
identified and fixed in a relatively short period of time. However, if both
the Corporation's Year-2000 solution and contingency plans fail for a
critical system for a prolonged period, the impact on the Corporation would
be material.
Despite assurances from outside parties of their timely readiness, the
Corporation cannot ensure that its suppliers, vendors and customers will
resolve all Year-2000 issues. Given the responses to date from its suppliers,
vendors and customers, Thomas & Betts believes it is unlikely that a large
number of them will experience significant problems due to unresolved
Year-2000 issues. Should such an event occur, the Corporation can adjust its
order processing cycle to accommodate manual orders from its customers while
those third parties resolve outstanding issues. Consequently, the failure by
some parties to complete their Year-2000 readiness process would not likely
have a material impact on the Corporation. In the event that a large number
of customers suffer Year- 2000 compliance issues over a prolonged period, the
impact on the Corporation would be material.
EURO CONVERSION
On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed-conversion rates between their existing sovereign
currencies and the euro, and began a three-and-one-half-year effort to fully
adopt the euro as their common legal currency.
Thomas & Betts is continuing to assess the potential impact on the
Corporation that may result from the euro conversion. In addition to tax and
accounting considerations, the Corporation is assessing the potential impact
from the euro conversion in a number of areas, including: (1) the technical
challenges to adapt information technology and other systems to accommodate
euro-denominated transactions; (2) the competitive impact of cross-border
price transparency, which may make it more difficult for businesses to charge
different prices for the same products on a country-by-country basis; (3)
the impact on currency exchange costs and currency exchange-rate risks; and
(4) the impact on existing contracts. Thomas & Betts cannot yet predict the
anticipated impact of the euro conversion on its operations.
7
<PAGE>
THOMAS & BETTS CORPORATION
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 thereunto duly authorized.
THOMAS & BETTS CORPORATION
(Registrant)
DATE: June 7, 1999 /s/Fred R. Jones
-------------- --------------------------------------
Fred R. Jones
Vice President-Chief Financial Officer
DATE: June 7, 1999 /s/Jerry Kronenberg
-------------- --------------------------------------------
Jerry Kronenberg
Vice President-General Counsel and Secretary
