<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 2, 2000,
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 8, 2000
(Title of each Class) 57,961,265
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THOMAS & BETTS CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 2, JANUARY 2,
2000 2000
(Unaudited)
----------- ---------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 51,490 $ 70,553
Marketable securities 12,869 14,217
Receivables, net 563,393 470,532
Inventories:
Finished goods 279,378 266,463
Work-in-process 95,578 91,765
Raw materials 173,317 179,173
---------- ----------
548,273 537,401
Deferred income taxes 51,548 44,410
Prepaid expenses 28,571 26,822
---------- ----------
Total Current Assets 1,256,144 1,163,935
Property, plant and equipment 1,269,480 1,257,069
Less accumulated depreciation 596,058 590,541
---------- ----------
Property, plant and equipment - net 673,422 666,528
Intangible assets - net 606,745 611,362
Investments in unconsolidated companies 160,824 154,919
Other assets 51,198 55,942
---------- ----------
TOTAL ASSETS $2,748,333 $2,652,686
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable 46,177 31,921
Current maturities of long-term debt 3,691 3,774
Accounts payable 309,855 300,242
Accrued liabilities 141,903 159,401
Income taxes 18,791 1,917
Dividends payable 16,222 16,190
---------- ----------
Total Current Liabilities 536,639 513,445
Long-term debt 991,653 935,731
Other long-term liabilities 90,678 88,828
Deferred income taxes 20,962 20,550
Shareholders' Equity:
Common stock 5,796 5,782
Additional paid-in capital 336,456 332,480
Retained earnings 814,851 795,208
Unearned compensation - restricted stock (6,542) (3,439)
Accumulated other comprehensive income (42,160) (35,899)
---------- ----------
Total Shareholders' Equity 1,108,401 1,094,132
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,748,333 $2,652,686
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 2 of 15
<PAGE>
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------
APRIL 2, APRIL 4,
2000 1999
--------- ---------
<S> <C> <C>
Net Sales $ 659,681 $ 612,011
Costs and Expenses:
Cost of sales 471,271 435,550
Marketing, general and administrative 108,100 106,995
Research and development 11,583 12,475
Amortization of intangibles 4,752 4,574
Provision (recovery) - restructured operations (449) (1,462)
--------- ---------
595,257 558,132
--------- ---------
Earnings from operations 64,424 53,879
Income from unconsolidated companies 7,073 8,997
Interest expense - net 16,955 12,690
Other expense - net 4,029 2,306
--------- ---------
Earnings before income taxes 50,513 47,880
Income taxes 14,649 13,387
--------- ---------
Net Earnings $ 35,864 $ 34,493
========= =========
Net Earnings Per Common Share:
Basic $ 0.62 $ 0.60
========= =========
Diluted $ 0.62 $ 0.60
========= =========
Average shares outstanding:
Basic 57,884 57,582
========= =========
Diluted 57,889 57,778
========= =========
Cash dividends declared per share $ 0.28 $ 0.28
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3 of 15
<PAGE>
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------
APRIL 2, APRIL 4,
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 35,864 $ 34,493
Adjustments:
Depreciation and amortization 26,135 25,841
Provision (recovery) - restructured operations (449) (1,462)
Undistributed earnings from unconsolidated companies (5,905) (8,997)
Non-cash one-time charges -- 5,123
Deferred income taxes (6,561) 20,153
Gain on sale of business (4,214) --
Changes in operating assets and liabilities, net:
Decrease in receivable securitization (8,211) --
Receivables, excluding sale (91,150) (43,192)
Inventories (21,953) (15,899)
Accounts payable 12,303 6,958
Accrued liabilities (19,161) (8,148)
Income taxes payable 17,184 (24,716)
Other 1,680 (13,073)
--------- ---------
Net cash used in operating activities (64,438) (22,919)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of and investments in businesses, net of cash acquired of $7,245 -- (13,239)
Purchases of property, plant and equipment (29,882) (31,394)
Proceeds from sale of businesses 11,475 160
Proceeds from matured marketable securities 1,162 15,794
--------- ---------
Net cash used in investing activities (17,245) (28,679)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in borrowings with original maturities less than
90 days 17,539 (10,985)
Proceeds from long-term debt and other borrowings -- 149,000
Increase (decrease) in commercial paper and other short-term notes 57,683 (101,054)
Stock options exercised 3,990 3,449
Cash dividends paid (16,189) (15,868)
--------- ---------
Net cash provided by financing activities 63,023 24,542
--------- ---------
EFFECT OF EXCHANGE-RATE CHANGES ON CASH (403) 83
--------- ---------
Net decrease in cash and cash equivalents (19,063) (26,973)
Cash and cash equivalents at beginning of period 70,553 64,028
--------- ---------
Cash and cash equivalents at end of period $ 51,490 $ 37,055
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 15
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments necessary for the fair presentation of
the financial position as of April 2, 2000 and January 2, 2000, and the
results of operations and cash flows for the periods ended April 2, 2000
and April 4, 1999.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Corporation's Annual Report
on Form 10-K for the fiscal year ended January 2, 2000. The results of
operations for the periods ended April 2, 2000 and April 4, 1999 are not
necessarily indicative of the operating results for the full year.
Amounts have been restated as of the beginning of 1999 to include the
August 31, 1999 acquisition of L.E. Mason Co., accounted for as an
immaterial pooling of interests.
2. EARNINGS PER SHARE ("EPS")
Basic EPS for each period are computed by dividing net earnings by
the weighted-average number of shares of common stock outstanding during
the period. Diluted EPS for each period are computed by dividing net
earnings by the sum of (1) the weighted-average number of shares
outstanding during the period and (2) the dilutive effect of the assumed
exercise of stock options using the treasury stock method.
The following is a reconciliation of the numerators and denominators
of the per share computations:
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
APRIL 2, APRIL 4,
(IN THOUSANDS EXCEPT PER SHARE DATA) 2000 1999
-------- --------
<S> <C> <C>
Net earnings $35,864 $34,493
-------- --------
Average shares outstanding 57,884 57,582
-------- --------
Basic EPS $0.62 $0.60
======== ========
Average shares outstanding 57,884 57,582
Plus assumed exercise of stock options 5 196
-------- --------
57,889 57,778
-------- --------
Diluted EPS $0.62 $0.60
======== ========
</TABLE>
Page 5 of 15
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
3. COMPREHENSIVE INCOME
Total comprehensive income and its components are as follows:
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
APRIL 2, APRIL 4,
(IN THOUSANDS) 2000 1999
-------- --------
<S> <C> <C>
Net earnings $35,864 $34,493
Foreign currency translation adjustments (6,140) (13,685)
Minimum pension liability adjustment - (551)
Unrealized holding gains (losses) on securities (121) (12)
-------- --------
Comprehensive income $29,603 $20,245
======== ========
</TABLE>
4. RESTRUCTURING AND SPECIAL CHARGES
During the third quarter of 1998, the Corporation recorded pretax
restructuring and special charges of $108.5 million primarily related to a
program to reduce costs by consolidating several facilities and
product-line operations, terminating employees at affected locations,
downsizing administrative functions and writing down idle facilities. The
components of those charges and usage through April 2, 2000 were:
<TABLE>
<CAPTION>
CHARGES AND
REMAINING REVERSALS TO REMAINING
BALANCE AT RESERVES DURING BALANCE AT
ORIGINAL JANUARY 2, FIRST QUARTER APRIL 2,
PROVISION 2000 2000 2000
--------- ---------- --------------- ----------
<S> <C> <C> <C> <C>
Severance and employee related costs $ 26.6 $ 3.6 $ (0.1) $ 3.5
Property, plant and equipment write-offs 25.7 0.6 -- 0.6
Other facility exit costs 9.8 1.2 (0.1) 1.1
------ ------ ------ ------
Provision for restructured operations 62.1 5.4 (0.2) 5.2
------ ------ ------ ------
Inventory write-offs related to
restructuring 25.6(1) 0.6 -- 0.6
Costs related to previously idled facilities:
Write-downs 4.7(1) 1.0 (0.1) 0.9
Carrying costs 10.4(2) 9.5 (6.8) 2.7
Other 5.7(2) 1.4 -- 1.4
------ ------ ------ ------
Special charge 46.4 12.5 (6.9) 5.6
------ ------ ------ ------
Total $108.5 $ 17.9 $ (7.1) $ 10.8
====== ====== ====== ======
</TABLE>
----------------------
Charged to (1) cost of sales and (2) marketing, general and administrative
expense.
Page 6 of 15
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
4. RESTRUCTURING AND SPECIAL CHARGES (CONTINUED)
Severance and other employee-related costs involve actions that will
result in a net reduction of approximately 325 jobs, including
administrative positions at plants and corporate headquarters. As of April
2, 2000, the Corporation had realized a net reduction of approximately 300
jobs. The property, plant and equipment write-offs reduced to fair value
the carrying amount of fixed assets that were not relocated in conjunction
with their associated manufacturing processes. Assets written down as part
of the cost-reduction program remain classified as property, plant and
equipment until idled; the adjusted carrying value of the assets still in
use was approximately $22.9 million. The effect of suspending depreciation
on facilities idled was less than $0.1 million of depreciation expense
reduction in both the first quarters of 2000 and 1999.
Costs related to previously idled and written-down facilities were
based on management's current estimates of costs necessary to ultimately
dispose of, and satisfy obligations related to, such facilities. The
majority of those are lease-related costs, which were generally to be
incurred ratably over an eight-year period. During the first quarter of
2000, the Corporation entered into an agreement to sublease its idle
office facility in Bridgewater, NJ. This sublease covers the full
occupancy of this facility until the end of 2006. Accordingly, the reserve
established by the special charge to provide for the future carrying costs
of this facility has been reduced in the first quarter of 2000 by $6.4
million, the amount to be received under the sublease.
5. SEGMENT AND OTHER RELATED DISCLOSURES
The Corporation has three reportable segments: Electrical, Electronic
Original Equipment Manufacturer (Electronic OEM) and Communications. Some
business activities cannot be classified in the aforementioned segments
and are shown under "Other." The Corporation's reportable segments are
based on channels to market, and represent the primary mode used to assess
allocation of resources and performance. Management evaluates each
segment's profit or loss performance based on earnings before interest,
taxes, loss on sale of accounts receivable, restructure charges and
foreign exchange gains and losses.
Page 7 of 15
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
5. SEGMENT AND OTHER RELATED DISCLOSURES (CONTINUED)
SEGMENT INFORMATION
<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------
APRIL 2, APRIL 4,
(IN THOUSANDS) 2000 1999
-------- --------
<S> <C> <C>
Net Sales:
Electrical $360,789 $332,282
Electronic OEM 193,731 158,020
Communications 48,245 62,407
All other 56,916 59,302
-------- --------
Total $659,681 $612,011
======== ========
Segment Earnings (Loss):
Electrical $40,718 $44,155
Electronic OEM 17,442 11,836
Communications 4,648 (1,091)
Related to all other sales 7,758 6,344
-------- --------
Total $70,566 $61,244
======== ========
</TABLE>
The following are reconciliations of the total of reportable
segments to the consolidated Corporation:
RECONCILIATION TO TOTAL CORPORATION
<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------
APRIL 2, APRIL 4,
(IN THOUSANDS) 2000 1999
-------- ---------
<S> <C> <C>
Net Sales:
Total reportable segment net sales $602,765 $552,709
Other sales 56,916 59,302
-------- ---------
Total $659,681 $612,011
======== =========
Earnings Before Income Taxes:
Total reportable segment earnings $62,808 $54,900
Earnings on other sales 7,758 6,344
Restructure charges 449 1,462
Interest expense (18,081) (15,982)
Loss on sale of receivables (2,682) (2,265)
Interest income 1,126 3,292
Foreign currency exchange gains (losses) (865) 129
-------- ---------
Total $50,513 $47,880
======== =========
</TABLE>
Page 8 of 15
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
6. CONTINGENCIES
On February 16, 2000, certain shareholders of the Corporation filed a
purported class-action suit in the United States District Court for the
Western District of Tennessee against the Corporation, Clyde R. Moore and
Fred R. Jones. The complaint alleges fraud and violations of Section 10(b)
and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule
10b-5 thereunder. The plaintiffs allege that purchasers of the
Corporation's common stock between April 28, 1999, and December 14, 1999,
were damaged when the market value of the stock dropped by nearly 29
percent on December 15, 1999. The plaintiffs allege generally that the
defendants artificially inflated the market value of the Corporation's
common stock by a series of misleading statements or by failing to
disclose certain adverse information. An unspecified amount of damages is
sought. The Corporation is investigating the allegations, and is unable to
predict the outcome of this litigation and its ultimate effect, if any, on
the financial condition of the Corporation. However, the Corporation
believes that there are meritorious defenses to the claims and intends to
vigorously defend against the allegations. Mr. Moore and Mr. Jones may be
entitled to indemnification by the Corporation.
THE COMPANY IS ALSO INVOLVED IN LEGAL PROCEEDINGS AND LITIGATION
ARISING IN THE ORDINARY COURSE OF BUSINESS. IN THOSE CASES WHERE THE
COMPANY IS THE DEFENDANT, PLAINTIFFS MAY SEEK TO RECOVER LARGE AND
SOMETIMES UNSPECIFIED AMOUNTS, AND SOME MATTERS MAY REMAIN UNRESOLVED
FOR SEVERAL YEARS. IT IS NOT PRACTICAL TO ESTIMATE A RANGE OF POSSIBLE
LOSS FOR THE COMPANY'S LITIGATION MATTERS, AND LOSSES, EVEN THOUGH NOT
ANTICIPATED, COULD BE MATERIAL WITH RESPECT TO EARNINGS IN ANY GIVEN
PERIOD. HOWEVER, IN THE OPINION OF MANAGEMENT, THE OUTCOME OF SUCH
PROCEEDINGS AND LITIGATION CURRENTLY PENDING WILL NOT MATERIALLY AFFECT
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS.
7. SUBSEQUENT EVENT
On May 7, 2000, the Corporation signed an agreement to sell its
global Electronic OEM business to Tyco International Ltd. for $750.0
million in cash. The Electronic OEM segment encompasses connectors and
components, including battery packs that transmit, store and manage
electronic signals in computers, automobiles, and such electronic devices
as cellular telephones. Customers include computer and cellular handset
manufacturers, automotive and industrial OEMs, and tier-one automotive
suppliers. The Federal Trade Commission has taken no position with respect
to the transaction and there can be no assurance that the transaction, as
proposed, will be consummated.
Page 9 of 15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The Corporation had net sales of $659.7 million and net earnings of
$35.9 million for the first quarter ended April 2, 2000, representing
increases of 7.8 percent and 4.0 percent respectively over sales and earnings
recorded in the same 1999 period. Diluted earnings per share (EPS) for the
first quarter 2000 were $0.62, two cents above diluted EPS of $0.60 recorded
in the prior-year period. First quarter 2000 results included a $6.4 million
pre-tax gain from the sublease of the Corporation's former headquarters that
was largely offset by a $5.0 million pre-tax provision added to the inventory
reserve. Management anticipates that this provision will likely be required
following resolution of issues associated with the conversion of the
Corporation's order processing system.
Consolidated sales increased primarily due to volume growth. Increased
sales from the September 1999 acquisition of Shamrock Conduit Products, Inc.
were more than offset by reduced sales resulting from the divestiture of three
cable amplifier product lines by the Corporation in the third quarter of 1999.
The net effect of the acquisition and divestitures was to lower sales by 2.6
percent compared to the prior year.
From a geographic perspective, sales to Canadian, Latin American and
Asia/Pacific customers improved dramatically in the quarter. Canadian sales were
up 34.3 percent over the first quarter of last year with strong demand in both
electrical and electronic markets. Sales in Latin America grew 48.5 percent
year-over-year as a result of increased penetration into electrical and
electronic markets. Sales to customers in the Asia/Pacific region increased 28.7
percent, with sales gains in both electrical and electronic segments, as that
region's economy continues to strengthen. European sales growth was 2.9 percent
compared to a strong first quarter last year.
Pre-tax earnings were negatively affected by approximately $6-7 million
in additional freight, distribution, customer service and interest expenses
resulting from the implementation of the Corporation's new order processing
system. Management estimates that related costs will continue in the second
quarter, at approximately half the level experienced in the first quarter.
As a percent of sales, the consolidated gross margin for the first
quarter was 28.6 percent, versus 28.8 percent for the three months ended
April 4, 1999. The operating margin was 9.8 percent versus 8.8 percent in the
prior-year period. Excluding the unusual items described above, first quarter
gross and operating margins would have been flat year over year. All segments
saw improved volumes in the first quarter of 2000, although lower pricing and
higher manufacturing and operating costs largely offset these gains.
Net interest expense in the first quarter of 2000 was up over the same
period last year on an increased level of borrowings and higher interest rates.
First quarter income from unconsolidated companies was down from the prior year
due to reduced earnings from Exemplar/Thomas & Betts Electrical LLC. Other
expense was up over the first quarter last year, primarily due to foreign
exchange transaction losses resulting from the weakening Euro.
COST-REDUCTION PROGRAM
Progress continued during the first quarter 2000 toward completion of
the Corporation's cost-reduction program that was initiated in the third quarter
of 1998 with the special pretax charge of $108.5 million. Savings from the
program that were realized in the first quarter of 2000 are estimated at $15.6
million net of related project expenses of $0.7 million, versus savings of $6.7
million net of related project expenses of $2.6 million in the first quarter of
1999. These savings helped to offset the impact of competitive pricing and cost
increases incurred during the quarter.
Page 10 of 15
<PAGE>
Savings from the cost-reduction program are net of (1) the associated
operating cost increases expected to be incurred at the destination facilities
and (2) project expenses. Project expenses include training and personnel and
equipment relocation costs that are expensed as incurred.
Revisions were made to the original cost-reduction program to adjust to
market conditions. The order in which the projects were undertaken has, in some
cases, been changed and the timetable for completion of certain projects
extended. Estimated savings since inception of the program compared to original
projections are as follows:
<TABLE>
<CAPTION>
SAVINGS REALIZED TO DATE
------------------------------
ORIGINALLY ESTIMATED
ANTICIPATED ACTUAL
----------- ---------
<S> <C> <C>
Salaries 22.0 17.4
Manufacturing labor 62.6 48.2
Depreciation 1.9 1.2
Overhead (8.8) (5.5)
---- ----
Total 77.7 61.3
Related project expenses 33.8 20.2
---- ----
Net savings 43.9 41.1
---- ----
</TABLE>
An additional incremental pretax benefit of $21.3 million from the
cost-reduction program is expected to be achieved during the remainder of year
2000, net of $1.9 million of additional project expenses. The program is
expected to be completed by year-end 2000, except for certain ongoing costs
associated with idled facilities. In addition to project expenses, the
Corporation spent $0.1 million on related capital projects in the first quarter
of 2000, in addition to $19.1 million spent in 1999 and $5.4 million in 1998.
SEGMENT RESULTS
Sales in the Electrical segment increased 8.6 percent to $360.8 million
for the quarter, while earnings were $40.7 million, down 7.8 percent from the
year earlier period. Improvements in the utility product mix and strong volume
increases in industrial, utility, and Kaufel product lines were offset by
pricing pressure in commercial markets and an unfavorable mix in industrial
products. Higher distribution expenses associated with the new order processing
system also affected segment earnings.
Both sales and earnings of the Electronic OEM segment rose sharply in
the quarter. Segment sales were $193.7 million, up 22.6 percent from the first
three months of 1999, while segment earnings were up 47.4 percent, to $17.4
million. Higher sales, improved mix and manufacturing cost reductions in
components sold to computer and cellular phone manufacturers more than offset
lower earnings in the company's automotive product lines. Sales in the
electronic distribution channel were also up significantly in both North America
and Europe.
In the Communications segment, sales were $48.2 million, down 22.7
percent from the first quarter of 1999 primarily due to the sale of certain
amplifier product lines in the third quarter of last year. Excluding these
sales, revenues would have been up approximately 7 percent primarily on a
volume basis. Segment earnings were $4.6 million versus a loss of $1.1
million in the same period of 1999 and reflect a gain on the sale of the
Telzon product line completed in early March 2000. Excluding the Telzon gain,
segment earnings would show a significant improvement over last year helped
by lower operating expenses and higher gross margins resulting from the sale
of the aforementioned amplifier product lines.
Page 11 of 15
<PAGE>
In the Other segment, sales were $56.9 million, down 4.0 percent from
the first quarter of 1999 while earnings were $7.8 million, an improvement of
22.3 percent. Despite lower sales, the improvement in segment earnings reflects
an improved mix in steel structures and manufacturing cost reductions in steel
structures and heating units.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities increased $64.4 million in the
first quarter of 2000 compared to a $22.9 million increase in the first quarter
of 1999. The increase in the current quarter was primarily due to a $91.1
million increase in accounts receivables. This increase occurred largely in the
U.S. and was primarily due to implementation of the Company's new order
processing system. The resolution of invoicing errors resulted in a diversion of
collection effort and a slowdown of customer payments.
Inventory levels compared with last year, improved as a result of the
sale of Telzon and certain cable amplifier product lines, but were negatively
impacted by increased inventory build related to the systems conversion and
plant restructurings.
Management has developed and is executing plans to deal with those
issues which gave rise to increased receivables and inventory, and expects to
reduce investment in those working capital items during the year.
Capital expenditures for first quarter 2000 totaled $29.9 million, down
slightly compared to $31.4 million of expenditures in the same period of 1999.
Dividends paid during the first quarter of 2000 totaled $16.2 million for
dividends declared in the fourth quarter of 1999.
As of April 2, 2000, marketable securities, cash and equivalents totaled
$64.4 million, compared with $84.7 million as of January 2, 2000. The
Corporation maintains a commercial paper program, which is backed by $560
million of revolving credit agreements. As of April 2, 2000, $201.3 million of
commercial paper was outstanding.
In December 1997, the Corporation entered into an asset-securitization
agreement permitting the continual sale of accounts receivable through December
19, 2002. Of the current maximum of $200.0 million that can be sold under the
agreement, $168.0 million had been sold as of April 2, 2000, a decline of $8.0
million from the amount sold at the end of 1999.
The Corporation has access to $425.0 million of funds under uncommitted
credit lines with a variety of banks. Uncommitted borrowings under these lines
totaled $110.0 million at the end of the quarter. The Corporation also has a
number of smaller committed and uncommitted credit facilities to provide funding
for its international operations. Management believes that external financial
resources and internally generated funds are sufficient to meet the company's
needs for the foreseeable future.
Page 12 of 15
<PAGE>
PART II. OTHER INFORMATION
THOMAS & BETTS CORPORATION
Item 1. Legal Proceedings
See footnote 6, "Contingencies," of the financial statements
included herein.
ITEM 5. OTHER INFORMATION
(a) Forward-Looking Statements May Prove Inaccurate
This document includes various forward-looking statements about Thomas &
Betts which are subject to risks and uncertainties. Forward-looking statements
include information concerning future results of operations and cost savings.
Statements that contain words such as "believes," "expects," "anticipates,"
"intends," "estimates" or similar expressions are forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, and
many factors could affect the future financial results of Thomas & Betts.
Accordingly, actual results may differ materially from those expressed or
implied by the forward-looking statements contained in this document. For those
statements, the Corporation claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
There are many important factors that could cause actual results to differ
materially from those in forward-looking statements, some of which are beyond
the control of Thomas & Betts. These factors include, but are not limited to:
- Economic slowdown in the U.S. or economic slowdowns in Thomas &
Betts' major offshore markets, including Western Europe
(particularly Germany), the United Kingdom, Canada, Japan and
Taiwan;
- Effects of significant changes in monetary or fiscal policies in the
U.S. and abroad which could result in currency fluctuations -
including fluctuations in the Canadian dollar, German mark, Japanese
yen, Swiss franc and British pound;
- Significant changes in any number of governmental policies
domestically and abroad which could create trade restrictions, patent
enforcement issues, adverse tax-rate changes and changes to tax
treatment of items such as tax credits, withholding taxes, transfer
pricing and other income and expense recognition for tax purposes,
including changes in taxation on income generated in Puerto Rico;
- Changes in environmental regulations, policies and projected
remediation technology advances that could impact expectations of
remediation expenses;
- Unforeseen difficulties arising from past and future acquisitions
and dispositions of businesses;
- Inflationary pressures which could raise interest rates and
consequently Thomas & Betts' cost of funds;
- Changes in its relationships with its joint venture partners and
changes in financial results from its joint ventures and other equity
investments in Taiwan, Japan, Belgium, Egypt and the U.S.;
- Undiscovered liabilities arising from acquired businesses;
Page 13 of 15
<PAGE>
- Unexpected liabilities arising from the divestiture of the
Corporation's Electronic OEM business;
- Future acquisitions which could result in potentially dilutive
issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other
intangible assets, which materially adversely affect operating results
and financial condition;
- Increased downward pressure on the selling prices for Thomas &
Betts' products;
- Changes in customer demand for various products of Thomas & Betts that
could affect its overall product mix, margins, plant utilization
levels and asset valuations;
- Availability and pricing of commodities and raw materials needed for
production of Thomas & Betts' products including steel, copper, zinc,
aluminum, gold, resins, rubber compounds, battery cells and castings;
- Unforeseen difficulties in completing cost-reduction actions initiated
in the third quarter of 1998, including disposal of idle facilities,
geographic shifts of production locations and closure of redundant
administrative facilities; and
- Failure of computer programs and equipment within Thomas & Betts or
third parties with whom Thomas & Betts does business which may disrupt
business activities and operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this form:
(27.1) Financial Data Schedule (for SEC use only)
(27.2) Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
On January 24, 2000, the Corporation filed a Current Report on Form 8-K,
Items 5 and 7, announcing the retirement of its chief financial officer.
On February 15, 2000, the Corporation filed a Current Report on Form 8-K,
Items 5 and 7, announcing the Corporation's financial results for the
fiscal year ended January 2, 2000, and the hiring of a new chief financial
officer.
On February 24, 2000, the Corporation filed a Current Report on Form 8-K,
Item 5, disclosing that a shareholder class-action suit had been filed
against the Corporation, Clyde R. Moore and Fred R. Jones.
Page 14 of 15
<PAGE>
THOMAS & BETTS CORPORATION
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 & BETTS CORPORATION
(Registrant)
DATE: MAY 17, 2000 /s/JOHN P. MURPHY
---------------------- ------------------------------------------------
John P. Murphy
Senior Vice President - Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Page 15 of 15
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
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