<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q/A
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED OCTOBER 3, 1999,
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________.
COMMISSION FILE NUMBER: 1-4682
------------------------
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TENNESSEE 22-1326940
(State of Incorporation) (I.R.S. Employer
Identification No.)
8155 T & B BOULEVARD 38125
MEMPHIS, TENNESSEE (Zip Code)
(Address of principal executive
offices)
</TABLE>
(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.
<TABLE>
<S> <C>
Common Stock--$0.10 Par Value Outstanding Shares at November 8, 1999
(Title of each Class) 57,817,879
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THOMAS & BETTS CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
OCTOBER 3, JANUARY 3,
1999 1999
----------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 69,675 $ 64,028
Marketable securities..................................... 16,065 42,478
Receivables, net.......................................... 473,784 404,784
Inventories:
Finished goods.......................................... 216,509 202,368
Work-in-process......................................... 93,315 95,436
Raw materials........................................... 181,393 171,837
---------- ----------
491,217 469,641
Deferred income taxes..................................... 59,903 61,829
Prepaid expenses.......................................... 29,558 15,642
---------- ----------
Total Current Assets........................................ 1,140,202 1,058,402
Property, plant and equipment............................... 1,262,275 1,162,942
Less accumulated depreciation............................. 594,580 531,920
---------- ----------
Property, plant and equipment--net........................ 667,695 631,022
Intangible assets--net...................................... 614,728 621,487
Investments in unconsolidated companies..................... 155,840 142,251
Other assets................................................ 60,819 46,425
---------- ----------
TOTAL ASSETS................................................ $2,639,284 $2,499,587
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable............................................. $ 75,655 $ 75,068
Current maturities of long-term debt...................... 4,378 22,589
Accounts payable.......................................... 315,139 262,483
Accrued liabilities....................................... 165,394 155,815
Income taxes.............................................. 17,429 55,674
Dividends payable......................................... 16,169 15,920
---------- ----------
Total Current Liabilities................................... 594,164 587,549
Long-term debt.............................................. 837,103 790,963
Other long-term liabilities................................. 95,330 93,788
Deferred income taxes....................................... 22,422 12,182
Shareholders' Equity:
Common stock.............................................. 5,781 5,678
Additional paid-in capital................................ 332,160 322,018
Retained earnings......................................... 784,723 710,474
Unearned compensation--restricted stock................... (4,507) (4,534)
Accumulated other comprehensive income.................... (27,892) (18,531)
---------- ----------
Total Shareholders' Equity.................................. 1,090,265 1,015,105
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $2,639,284 $2,499,587
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
----------------------- -----------------------
OCTOBER 3, OCTOBER 4, OCTOBER 3, OCTOBER 4,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales........................................ $635,641 $539,797 $1,900,312 $1,637,475
Costs and expenses:
Cost of sales.................................. 498,114 410,186 1,396,429 1,178,459
Marketing, general and administrative.......... 106,660 99,939 318,991 267,992
Research and development....................... 11,923 11,810 36,908 37,621
Amortization of intangibles.................... 4,313 4,114 13,618 12,606
Provision (recovery)--restructured
operations................................... (6,425) 62,096 (7,876) 62,096
-------- -------- ---------- ----------
614,585 588,145 1,758,070 1,558,774
-------- -------- ---------- ----------
Earnings (loss) from operations.................. 21,056 (48,348) 142,242 78,701
Income from unconsolidated companies............. 7,141 5,243 23,857 19,895
Other expense--net............................... 7,418 9,590 39,008 38,654
-------- -------- ---------- ----------
Earnings (loss) before income taxes.............. 20,779 (52,695) 127,091 59,942
Income taxes..................................... (26,151) (15,227) 1,962 18,564
-------- -------- ---------- ----------
Net earnings (loss).............................. $ 46,930 $(37,468) $ 125,129 $ 41,378
======== ======== ========== ==========
Net earnings (loss) per share:
Basic.......................................... $ 0.81 $ (0.66) $ 2.17 $ 0.73
======== ======== ========== ==========
Diluted........................................ $ 0.81 $ (0.66) $ 2.16 $ 0.73
======== ======== ========== ==========
Average shares outstanding:
Basic.......................................... 57,718 56,732 57,651 56,650
======== ======== ========== ==========
Diluted........................................ 58,017 56,732 57,891 57,006
======== ======== ========== ==========
Cash dividends declared per share................ $ 0.28 $ 0.28 $ 0.84 $ 0.84
======== ======== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------------
OCTOBER 3, OCTOBER 4,
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings................................................ $ 125,129 $ 41,378
Adjustments:
Depreciation and amortization............................. 76,096 71,935
Provision (recovery)--restructured operations............. (7,876) 62,096
Accrued provision for special charges..................... -- 46,393
Income from unconsolidated companies...................... (15,357) (8,716)
Non-cash one-time charges................................. 28,003 --
Deferred income taxes..................................... 13,699 (33,624)
Changes in operating assets and liabilities, net:
Receivables............................................. (88,058) (65,546)
Inventories............................................. (40,124) (46,176)
Accounts payable........................................ 42,531 (7,836)
Accrued liabilities..................................... (18,626) (17,088)
Income taxes payable.................................... 10,988 (520)
Other................................................... (20,561) (13,784)
--------- ---------
Net cash provided by operating activities................... 105,844 28,512
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of and investments in businesses, net of $7,245
cash in 1999............................................... (17,049) (75,249)
Purchases of property, plant and equipment.................. (98,298) (96,822)
Proceeds from sale of property, plant and equipment......... 21,489 5,267
Marketable securities acquired.............................. -- (27,598)
Proceeds from matured marketable securities................. 26,106 19,371
--------- ---------
Net cash used in investing activities....................... (67,752) (175,031)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in borrowings with original maturities
less than 90 days.......................................... (15,810) 16,335
Proceeds from long-term debt and other borrowings........... 149,000 174,894
Repayment of long-term debt and other borrowings............ (124,292) (19,223)
Stock options exercised..................................... 6,098 5,678
Cash dividends paid......................................... (48,688) (49,966)
--------- ---------
Net cash provided by (used in) financing activities......... (33,692) 127,718
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... 1,247 (894)
--------- ---------
Net increase (decrease) in cash and cash equivalents........ 5,647 (19,695)
Cash and cash equivalents at beginning of period............ 64,028 45,225
--------- ---------
Cash and cash equivalents at end of period.................. $ 69,675 $ 25,530
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<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 (which consist of normal recurring
adjustments with the exception in fiscal year 1999 of those adjustments
described in Note 6) necessary for the fair presentation of the financial
position of the Corporation as of October 3, 1999 and January 3, 1999, and the
results of operations and cash flows for the periods ended October 3, 1999 and
October 4, 1998.
Prior-year amounts have been reclassified to conform to the current-year
presentation. Amounts in 1999 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, except for cash dividends per share, which
reflect the Corporation's historical per share amounts.
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, as amended by its Form 10-K/A,
for the fiscal year ended January 3, 1999. Also see Note 6 for a discussion of
certain charges and credits recorded as of October 3, 1999. The results of
operations for the periods ended October 3, 1999 and October 4, 1998 are not
necessarily indicative of the operating results for the full year.
On October 26, 1999, the Corporation announced that certain one-time items
and other charges and credits would be recorded as of October 3, 1999, and that
the Corporation might restate its financial statements for the first and second
fiscal quarters of 1999 and prior fiscal years. The Corporation reviewed with
its independent auditors the amounts and attributions of those charges and
credits to prior periods. As a result of that review and consultation with the
audit committee of the board of directors, the Corporation decided to restate
the previously issued financial statements for the quarters ended April 4, 1999,
and October 3, 1999, and that restatement of other prior periods was not
required.
The charges and credits are being taken to correct various accounting errors
and estimates that the Corporation resolved during the third quarter of 1999.
The reasons for and financial impacts of those corrections are described in Note
6 to these consolidated financial statements.
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.
5
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2. EARNINGS PER SHARE ("EPS") (CONTINUED)
The following is a reconciliation of the numerators and denominators of the
per share computations:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
----------------------- -----------------------
OCTOBER 3, OCTOBER 4, OCTOBER 3, OCTOBER 4,
(IN THOUSANDS EXCEPT PER SHARE DATA) 1999 1998 1999 1998
- ------------------------------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net earnings (loss).................................. $46,930 $(37,468) $125,129 $41,378
------- -------- -------- -------
Average shares outstanding........................... 57,718 56,732 57,651 56,650
------- -------- -------- -------
Basic EPS............................................ $ 0.81 $ (0.66) $ 2.17 $ 0.73
======= ======== ======== =======
Average shares outstanding........................... 57,718 56,732 57,651 56,650
Plus assumed exercise of stock options............... 299 0 240 356
------- -------- -------- -------
58,017 56,732 57,891 57,006
------- -------- -------- -------
Diluted EPS.......................................... $ 0.81 $ (0.66) $ 2.16 $ 0.73
======= ======== ======== =======
</TABLE>
3. COMPREHENSIVE INCOME
Total comprehensive income and its components are as follows:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
----------------------- -----------------------
OCTOBER 3, OCTOBER 4, OCTOBER 3, OCTOBER 4,
(IN THOUSANDS) 1999 1998 1999 1998
- -------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net earnings (loss).................................. $46,930 $(37,468) $125,129 $ 41,378
Foreign currency translation adjustments............. 5,887 (3,723) (8,610) (11,506)
Minimum pension liability adjustment................. -- -- (551) --
Unrealized holding gains (losses) on securities...... (193) 136 (200) 253
------- -------- -------- --------
Comprehensive income (loss).......................... $52,624 $(41,055) $115,768 $ 30,125
======= ======== ======== ========
</TABLE>
4. ACQUISITIONS
The Corporation completed three acquisitions during the first nine months of
1999 for total consideration of approximately $24 million in cash and
approximately 870,000 shares of the Corporation's common stock. Two of the
acquisitions were accounted for under the purchase method of accounting;
accordingly, results of their operations have been included in the consolidated
statement of earnings since the dates of acquisition. The aggregate purchase
price has been allocated to the assets and liabilities based on estimated fair
values at the date of acquisition and the excess of approximately $14 million
was allocated to goodwill. The goodwill is being amortized on a straight-line
basis over 40 years. One of the acquisitions was accounted for as an immaterial
pooling of interests, and its results of operations have been included in the
Corporation's results as of the beginning of 1999 without restating prior years'
results.
5. 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
6
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. RESTRUCTURING AND SPECIAL CHARGES (CONTINUED)
product-line operations, terminating employees at affected locations, downsizing
administrative functions and writing down idle facilities. The charges were
comprised of a $62.1 million provision for restructuring operations and $46.4
million of other special charges, of which $30.3 million was charged to cost of
sales and $16.1 million to marketing, general and administrative expense. The
components of those charges and usage through October 3, 1999 were:
<TABLE>
<CAPTION>
CHARGES TO
CHARGES TO RESERVES DURING REMAINING
ORIGINAL RESERVES NINE MONTHS ENDED BALANCE AT
(IN MILLIONS) PROVISION DURING 1998 OCTOBER 3, 1999 OCTOBER 3, 1999
- ------------- --------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
Severance and employee-related costs...... $ 26.6 $ (7.6) $ (8.8) $10.2
Property, plant and equipment
write-offs.............................. 25.7 (7.0) (5.9) 12.8
Other facility exit costs................. 9.8 (2.8) (1.1) 5.9
------ ------ ------ -----
Provision for restructured operations... 62.1 (17.4) (15.8) 28.9
------ ------ ------ -----
Inventory write-offs related to
restructuring........................... 25.6(1) (14.4) (5.5) 5.7
Costs related to previously idled
facilities:
Write-downs............................. 4.7(1) (1.5) (0.4) 2.8
Carrying costs.......................... 10.4(2) (0.7) (0.2) 9.5
Other..................................... 5.7(2) -- (4.0) 1.7
------ ------ ------ -----
Special charge.......................... 46.4 (16.6) (10.1) 19.7
------ ------ ------ -----
Total................................... $108.5 $(34.0) $(25.9) $48.6
====== ====== ====== =====
</TABLE>
- ------------------------
Charged to (1) cost of sales and (2) marketing, general and administrative
expense.
Severance and other employee-related costs involve actions that will result
in a net reduction of approximately 400 jobs, including administrative positions
at plants and corporate headquarters. As of October 3, 1999, the Corporation had
realized a net reduction of approximately 263 jobs. The property, plant and
equipment write-downs reduced the carrying value of fixed assets not relocated
in conjunction with their associated manufacturing processes to fair value.
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 $25.3 million. The effect of suspending depreciation on
facilities idled was $0.1 million of depreciation expense reduction in the first
nine months of 1999.
Inventory write-offs primarily relate to items that became obsolete due to
modifications of manufacturing processes for product lines being relocated;
items not cost-effective to relocate; and, to a lesser degree, inventory
associated with discontinued products.
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 costs are
lease-related, and will generally be incurred ratably over an eight-year period.
The cost-reduction program commenced in 1998 is now expected to be completed
early in 2000, with disposal of idle facilities anticipated by the end of 2000.
Certain other costs, primarily relating to the relocation of inventory,
equipment and personnel, are not accruable until incurred. Such costs, which
were not included in the $108.5 million provision, amounted to $10.6 million in
the first nine months of 1999.
7
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. RESTRUCTURING AND SPECIAL CHARGES (CONTINUED)
Future revenues are not expected to be significantly affected, since the
cost-reduction program is primarily intended to relocate operations rather than
discontinue operations.
During the fourth quarter of 1996 as part of the accounting for the
acquisition of Augat Inc., the Corporation recorded a restructuring charge of
$24.5 million for the integration of Augat and for initiatives affecting Augat
and other of the Corporation's operations. While most of these initiatives were
implemented, in late 1998 and in 1999 decisions were made not to execute all of
the originally planned phases of certain projects provided for by this charge.
These decisions resulted in reductions to the restructuring and special charges
reserve in 1999 of $3.8 million. All other projects included in this
restructuring effort are now substantially complete.
6. ONE-TIME ITEMS AND OTHER CHARGES AND CREDITS
In late 1997 Thomas & Betts embarked on a global effort to align the
Corporation's core information technology systems with its strategic plans and
its organization structure in order to meet the information, analysis and
decision-making needs of the Corporation and to prepare the Corporation for
web-based electronic commerce. As part of that overall plan, in January 1998,
Thomas & Betts began converting its legacy financial reporting software system
to an Oracle-based financial reporting system. The conversion was prompted to
ensure Year-2000 compliance, to accommodate the increased size, complexity and
organization structure of Thomas & Betts and to avoid potential control problems
arising from non-integrated financial systems. The magnitude of the
implementation and the rapid timetable on which it was achieved were directly or
indirectly responsible for a number of accounting errors.
By the third quarter of 1999 the Corporation had virtually completed
implementation of its Oracle-based system. With the new system's improved
capabilities, during the third quarter management identified accounting errors
and mis-estimates (a) which arose from the extensive systems conversion
processes or (b) which were then detectable as a result of both more effective
analytical capabilities with the new system and decentralization of the
accounting control function. These errors, which are more fully described below,
resulted from (i) system start-up problems and user errors, (ii) diversion of
key accounting personnel to the design, implementation and trouble-shooting
activities for the new system, (iii) simultaneous changes in other information
technology systems, (iv) concurrent integration of acquisitions into the
reporting structure and (v) initial problems encountered in implementing
organizational structure changes, including the decentralization of the
accounting control function into the divisions within the Corporation's
reporting segments. During the third quarter, the Corporation recorded charges
to correct those errors and to make other adjustments identified by the new
financial reporting system.
8
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. ONE-TIME ITEMS AND OTHER CHARGES AND CREDITS (CONTINUED)
In addition, several one-time items occurred in the quarter ended October 3,
1999. The aggregate effects of the one-time items and the adjustments recorded
in the third quarter and in the quarter ended April 4, 1999, are as follows:
<TABLE>
<CAPTION>
INCOME/(LOSS) IMPACTS
OF ONE-TIME
ITEMS AND OTHER
CHARGES & CREDITS
-------------------------
PRETAX AFTER TAXES
-------- -----------
<S> <C> <C>
QUARTER ENDED OCTOBER 3, 1999
Tax Refunds and Reduction in Taxes Payable(a)...... $ 30,700
Acquisition & Divestiture Income(b)................ $ 8,615 5,021
TDI Inventory Adjustments(c)....................... (7,105) (4,405)
Other Adjustments(d)............................... (48,151) (32,006)
-------- --------
Total............................................ (46,641) (690)
QUARTER ENDED APRIL 4, 1999
TDI Inventory Adjustments(c)....................... (2,437) (1,511)
Other Adjustments(d)............................... (3,468) (2,150)
-------- --------
Total............................................ (5,905) (3,661)
-------- --------
Total One-Time and Other Adjustments............... $(52,546) $ (4,351)
======== ========
</TABLE>
- ------------------------
These one-time items and other charges and credits arose as follows:
(a) $12.5 million of the reduction in tax provision resulted from approval of
substantially all tax refund claims filed for previous years and
$18.2 million resulted from favorable completion of several routine exams
during the quarter and a favorable worldwide reassessment of tax exposures.
(b) Acquisition and divestiture income and expense amounts include the
transaction income and expense associated with two unconsummated
acquisitions, a completed acquisition and divestiture of three amplifier
product lines:
<TABLE>
<CAPTION>
INCOME/(LOSS) IMPACTS FOR
ACQUISITION/DIVESTITURE
ACTIVITY FOR
QUARTER ENDED
OCTOBER 3, 1999
---------------------------
PRETAX AFTER TAXES
---------- -----------
<S> <C> <C>
Termination fee from AFC Cable, net of related costs
and costs associated with another unconsummated
acquisition possibility............................. $12,483 $ 7,739
Transaction costs related to a pooling of interests
with L.E. Mason Co.................................. (1,708) (1,058)
Net loss on disposition of three amplifier product
lines............................................... (2,160) (1,660)
------- -------
Earnings impact from acquisition and divestiture
activity............................................ $ 8,615 $ 5,021
======= =======
</TABLE>
9
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. ONE-TIME ITEMS AND OTHER CHARGES AND CREDITS (CONTINUED)
During the third quarter of 1999 the planned merger with AFC Cable Systems,
Inc. (AFC) was terminated by AFC to enable it to accept another offer. As a
result, the Corporation received a $16 million cash termination fee from
AFC. Partially offsetting that termination fee income were costs associated
with that terminated transaction and a second unconsummated acquisition.
Transaction costs associated with the pooling of interests with L.E. Mason
were expensed in the quarter. A net loss was incurred in conjunction with
the third-quarter dispositions for cash of three cable-television amplifier
product lines.
(c) These adjustments relate to Telecommunications Devices Inc. (TDI), which was
acquired by Thomas & Betts in July 1998. In the second quarter of 1999 the
Corporation reported alleged wrongdoing of executives in TDI's battery pack
operation in Dundee, Scotland. Following the discovery of the alleged
wrongdoing in Dundee and in connection with a review of all TDI operations,
the Corporation conducted physical inventory counts for battery pack
operations in its Romeoville, Illinois plant during the quarter. The
inventory count resulted in a $9.2 million reduction of inventory carrying
value. The portion attributable to the first quarter of 1999 was
$2.4 million. Additional adjustments netting to $0.3 million were recorded
in the current quarter.
The Corporation's corrective actions in response to findings in its battery
operations include appointment of new management, improvement of cost
accounting control and a scheduled upgrade of manufacturing systems during
the first quarter of 2000. Management does not expect any further charges
stemming from past operations of TDI.
(d) These adjustments predominately relate directly or indirectly to information
technology systems' conversions, and they fall into the following general
areas:
1. SYSTEMS' CONVERSION ISSUES RELATED TO OPERATIONS IN EUROPE. In October
1998 a new order entry system was launched in Europe, and its data output
was interfaced with the other newly installed systems. A number of
billing and shipping inaccuracies were generated by the new order entry
system as a result of database inaccuracies and interfaces with other new
systems. A charge of $5.7 million was recorded to the reserve for returns
and allowances to reflect the impact of those inaccuracies for which a
definitive estimate was completed during the quarter. Another adjustment
resulting from systems' conversions in Europe relates to incorrect
recording of inter-company inventory transfers, which increased cost of
goods sold by $2.0 million in the current quarter.
2. CONVERSION ISSUES RELATED TO THE ELECTRICAL SEGMENT. Disconnects in the
flow of information with regard to promotional discounts and volume
incentive discounts gave rise to cumulative adjustments in the third
quarter of 1999 of $5.7 million and $4.5 million, respectively. Of these
amounts, $0.2 million of reduced expense is attributable to the first
quarter of 1999. Management has since changed procedures to correct for
these disconnects.
3. OTHER CONVERSION ISSUES. As the Oracle system matured, management
deployed account analysis capabilities and exception reports and
reassigned accounting personnel who had been working on the Oracle
systems implementation to decentralized accounting and control functions.
The deployment of these resources to the divisions resulted in the
identification of a number of both
10
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. ONE-TIME ITEMS AND OTHER CHARGES AND CREDITS (CONTINUED)
increases and decreases in various balance sheet accounts totaling net
charges of $18.1 million, including such items as the following:
- Analyses of inventory balances resulted in an $8.9 million write-down
in the carrying value of inventory in Mexico believed to be related to
numerous product line relocations to plants in Mexico.
- The Corporation recognized an additional $5.3 million of commissions
expense to correct data entry errors. Concurrent changes in the
Corporation's sales representative organization had obscured the
errors. The portion attributable to the first quarter of 1999 is $2.1
million.
- The Corporation recognized an additional $2.3 million of costs related
to a canceled product-line start-up in Mexico and cumulative booking
errors related to product line moves between U.S. and Mexican plants.
The portion attributable to the first quarter of 1999 is $1.3 million.
- Cash discount expense accruals were increased by $1.6 million in the
current quarter to correct an error created by a design flaw in the new
financial reporting system.
In addition to refining estimates and correcting errors resulting from
conversion of information systems, the following reserve balance
adjustments and write-downs were made:
- Restructuring and special charge reserves established in 1996 were
reduced by $7.9 million because of decisions not to execute all the
originally planned phases of certain projects for economic reasons.
Some $1.5 million of these credits were attributed to the first quarter
of 1999.
- An increase in the current quarter of $6.6 million to inventory
reserves for excess and obsolete inventory, predominately in Mexico and
Europe.
- A reduction of $6.9 million of accounts receivable to correct billing
and other errors and for specific accounts deemed uncollectible.
- Increases aggregating $3.1 million in the current quarter for corporate
self-insurance and warranty reserves reflecting recent re-assessments
by actuaries and Corporation personnel based on loss experience.
- Other adjustments totaling $6.9 million of which $1.8 million is
attributable to the first quarter of 1999.
Upon consideration of the foregoing matters, and after consultation with its
independent auditors and the board of directors' audit committee, the
Corporation determined to restate its consolidated financial statements for the
fiscal quarter ended April 4, 1999. This restatement, which affects financial
statements included in this filing, reduced net earnings in the first quarter as
follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY REPORTED AS REVISED
----------------------------- -----------------------------
(IN THOUSANDS, EXCEPT NET EARNINGS/ EARNINGS PER NET EARNINGS/ EARNINGS PER
PER SHARE AMOUNTS) (LOSS) SHARE-DILUTED (LOSS) SHARE-DILUTED
- --------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Quarter ended April 4, 1999........ $38,154 $0.66 $34,493 $0.60
------- ----- ------- -----
</TABLE>
11
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. ONE-TIME ITEMS AND OTHER CHARGES AND CREDITS (CONTINUED)
The cumulative impact on the balance sheet as of October 3, 1999 related to
the aforementioned one-time items and other charges and credits is as follows:
<TABLE>
<CAPTION>
INCREASE/
(IN THOUSANDS) (DECREASE)
- -------------- ----------
<S> <C>
Accounts receivable......................................... $(27,891)
Inventory................................................... (19,563)
Accrued liabilities......................................... 19,025
Accounts payable............................................ 2,067
Notes payable............................................... (16,000)
Taxes payable............................................... (32,369)
Deferred tax liability...................................... (15,826)
Shareholders' equity........................................ (4,351)
</TABLE>
Management believes that several factors and recent procedures and actions
which it has implemented will better ensure that these types of accounting
errors are avoided in the future:
- The new Oracle-based financial reporting system improved control,
visibility and analysis capabilities, and is now performing well with
experienced users.
- The control organization has been decentralized to better monitor and
address potential issues.
- Responsibilities within the newly decentralized financial organization
have been clearly assigned for maintenance, control and reconciliation of
all financial accounts.
- Exception reports have been added to the Oracle system to highlight
potential issues.
- In conjunction with the new financial reporting system, management has
modified operating procedures to tighten controls.
- The internal audit function has expanded its scope to include review of
contra sales and selling expense accruals maintained at the divisional
level.
7. SEGMENT AND OTHER RELATED DISCLOSURES
The Corporation has three reportable segments: Electrical, Electronic
Original Equipment Manufacturers (Electronic OEM) and Communications. Some
business activities cannot be classified in the aforementioned segments and are
shown under "All 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
12
<PAGE>
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. SEGMENT AND OTHER RELATED DISCLOSURES (CONTINUED)
interest, taxes, loss on sale of accounts receivable, restructure and special
charges, foreign exchange gains and losses and acquisition-related transaction
expenses.
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
----------------------- -----------------------
SEGMENT INFORMATION OCTOBER 3, OCTOBER 4, OCTOBER 3, OCTOBER 4,
(IN THOUSANDS) 1999 1998 1999 1998
- ------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales:
Electrical..................................... $336,430 $270,120 $1,032,540 $ 806,053
Electronic OEM................................. 173,854 150,763 500,850 479,600
Communications................................. 76,055 63,733 207,056 201,077
All other...................................... 49,302 55,181 159,866 150,745
-------- -------- ---------- ----------
Total........................................ $635,641 $539,797 $1,900,312 $1,637,475
======== ======== ========== ==========
Segment Earnings:
Electrical..................................... $ 41,351 $ 44,250 $ 139,875 $ 137,873
Electronic OEM................................. (1,319) 12,981 24,868 41,214
Communications................................. (7,815) 3,788 (8,100) 14,883
Related to all other sales..................... 2,172 6,372 14,631 12,625
-------- -------- ---------- ----------
Total........................................ $ 34,389 $ 67,391 $ 171,274 $ 206,595
======== ======== ========== ==========
</TABLE>
The following are reconciliations of the total of reportable segments to the
consolidated Corporation:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
----------------------- -----------------------
RECONCILIATION TO TOTAL CORPORATION OCTOBER 3, OCTOBER 4, OCTOBER 3, OCTOBER 4,
(IN THOUSANDS) 1999 1998 1999 1998
- ----------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales:
Total reportable segment net sales............. $586,339 $484,616 $1,740,446 $1,486,730
Other sales.................................... 49,302 55,181 159,866 150,745
-------- -------- ---------- ----------
Total........................................ $635,641 $539,797 $1,900,312 $1,637,475
======== ======== ========== ==========
Earnings (loss) before income taxes:
Total reportable segment earnings.............. $ 32,217 $ 61,019 $ 156,643 $ 193,970
Earnings on other sales........................ 2,172 6,372 14,631 12,625
Restructure and special charges................ 6,425 (108,487) 7,876 (108,487)
Interest expense............................... (17,010) (13,141) (49,600) (36,448)
Loss on sale of receivables.................... (4,086) (2,193) (8,599) (6,780)
Interest income................................ 1,200 818 5,391 4,072
Foreign currency exchange gains (losses)....... (217) 3,498 665 1,451
Other.......................................... 78 (581) 84 (461)
-------- -------- ---------- ----------
Total........................................ $ 20,779 $(52,695) $ 127,091 $ 59,942
======== ======== ========== ==========
</TABLE>
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Thomas & Betts Corporation had net earnings of $46.9 million, or $0.81 per
share on a diluted basis, for its third quarter ended October 3, 1999. Those
results compare with a net loss of $37.5 million, or $0.66 per share, in 1998's
third quarter. Several one-time items and other adjustments impacted 1999's
third-quarter-net earnings. The net effect of those items was to increase
earnings by $0.7 million, or $0.01 per share. Giving rise to those one-time
items and other adjustments were approvals of tax refunds and a reduction in
taxes payable, acquisition and divestiture activity, revaluation of inventory in
the Corporation's TDI battery operations and other adjustments as more fully
described in Note 6. The restatement of amounts in the first quarter of 1999 as
described in Note 6 to the Consolidated Financial Statements is reflected in the
following discussions of results for the nine months ended October 3, 1999. In
1998's third quarter Thomas & Betts recorded pretax special charges of $108.5
million related primarily to an aggressive cost-reduction program that decreased
net earnings by $77.0 million, or $1.35 per share.
Excluding one-time items and other adjustments from results of the 1999
quarter and special charges from results of the 1998 quarter, 1999's results
topped those of the prior-year quarter by 20.7%. Third-quarter 1999 net earnings
were $47.8 million, or $0.82 per share, if one-time items and other charges are
excluded. Those results compare with 1998's third-quarter net earnings before
special charges of $39.6 million, or $0.70 per share.
Third-quarter net sales in the 1999 quarter were $635.6 million, up 17.8%,
including $27.8 million of negative adjustments, or 22.9% higher excluding those
adjustments, compared with $539.8 million in the prior-year quarter. Sales
improved significantly year over year in the Corporation's three segments.
Growth drivers are described below in the discussion of segment results.
On a geographic basis, the Corporation recorded significantly higher
year-over-year sales in Canada due to the late 1998 Kaufel acquisition, strong
demand for its electrical package and professional electronics products and
economic resurgence of the oil-producing region of that country. Sales to Latin
American customers continued their sharp upward trend as a result of the
Corporation's expanded sales and marketing presence in that region. Sales in
Europe increased from the prior-year quarter due to strong demand for newer
products from electronic OEMs and an electrical acquisition. Thomas & Betts
increased sales to the Asia/Pacific region over the third quarter of 1998,
reflecting recovery of that region's economies.
Both the 1999 and 1998 quarters include special items. In 1999, those items
were: $29.6 million of additional cost of sales expense, $6.9 million additional
MG&A expense and a $6.4 million recovery of provision for restructured
operations in addition to the previously mentioned $27.8 million charge to
sales. These adjustments are explained in Note 6. The 1998 quarter included
special charges of $108.5 million allocated as follows: $30.3 million of cost of
sales, $16.1 million of MG&A and $62.1 million of provision for restructured
operations. Excluding unusual items from both periods, the gross margin in
1999's third quarter was 29.4%, essentially the same as the 29.6% in 1998's
quarter. In the 1999 and 1998 quarters, respectively, the Corporation had
operating margins of 11.9% and 11.1% if unusual items are excluded from both
periods. The slightly higher margin in 1999 reflects lower MG&A expense as a
percent of sales.
Third-quarter 1999 income from unconsolidated companies increased 36.2% from
the prior year as a result of gains in all of the Corporation's equity
investments. Other expense-net was $2.2 million lower than prior year, but the
component pieces of other expense differed greatly. In the 1999 quarter, the net
benefit of acquisition and divestiture activity in the quarter, described in
Note 6, more than offset higher interest expense of $3.9 million. Interest
expense was $17.0 million and $13.1 million in the 1999 and 1998 third quarters,
respectively. Interest expense rose as a result of higher rates on floating rate
debt and higher outstanding debt levels in 1999.
14
<PAGE>
The effective tax rate on operating income for the third quarter was 29.2%.
However, the provision included a one-time $30.7 million reduction in taxes
resulting from approval of substantially all of $12.5 million of tax-refund
claims filed for previous years and $18.2 million resulting from favorable
completion during the quarter of several routine tax exams and a favorable
worldwide reassessment of tax exposures.
Through nine months, consolidated sales, including adjustments, were
$1,900.3 million, 16.1% above 1998's level for the same period, primarily due to
the acquisition of Kaufel, and higher volumes in all of the Corporation's
business segments. Gross margins through nine months of 1999 and 1998 were 26.5%
and 28.0%, respectively, and operating margins were 7.5% and 4.8%, respectively.
Excluding recovery for provision of restructured operations from 1999's results
and special charges from 1998's results, gross margins were 26.5% and 29.9% and
operating margins were 7.1% and 11.4%, respectively. Margins decreased in 1999
from 1998 primarily due to charges associated with the adjustments detailed in
Note 6. Nine-month income from unconsolidated companies increased 19.9% as a
result of higher earnings from all of the Corporation's equity investments.
Other expense-net was 0.9% above that of the year-earlier period due to higher
interest expense offset by a $16.0 million fee received from AFC Cable
Systems, Inc. for termination of their merger agreement with the Corporation
(see Note 6). Interest expense rose as a result of higher rates on floating rate
debt and higher outstanding debt levels in 1999. Net earnings for the first nine
months of 1999 were $125.1 million compared with $41.4 million and diluted EPS
were $2.16, versus $0.73, in the same 1998 period. Absent the recovery of
provision for restructured operations in 1999 and special charges in 1998,
1999's nine-month earnings were 1.6% higher than in 1998.
COST-REDUCTION PROGRAM
Net savings in the nine months ended October 3, 1999 exceeded net savings
anticipated at the outset of the cost-reduction program initiated in 1998 due to
lower-than-anticipated project expenses, as shown in the following table:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 3, 1999
----------------------
ORIGINALLY
(IN MILLIONS) ANTICIPATED ACTUAL
- ------------- ----------- --------
<S> <C> <C>
Savings:
Salaries............................................... $ 9.4 $ 7.6
Manufacturing labor.................................... 27.0 21.2
Depreciation........................................... 0.8 0.5
Overhead............................................... (3.9) (2.4)
----- -----
Total................................................ 33.3 26.9
Related project expenses............................... 21.4 10.6
----- -----
Net savings............................................ $11.9 $16.3
===== =====
</TABLE>
Project expenses are primarily relocation and training costs which must be
expensed as incurred because they are expected to provide future value. The
lower level of project expenses actually incurred in the first nine months of
1999 reflects re-sequencing of the particular projects undertaken to obtain a
greater initial benefit. Net savings for the fourth quarter are expected to be
approximately $10.4 million, reflecting lower project expenses than originally
anticipated. 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 nine months ended October 3, 1999 were approximately
$13.1 million compared to $22.4 million originally anticipated. The lower
expenditure reflects the later timing of facility closures in the nine months
ended October 3, 1999.
15
<PAGE>
SEGMENT RESULTS
Sales of the Electrical segment grew 24.5% to $336.4 million for the
quarter, and segment earnings decreased 6.6% to $41.4 million. Sales from
acquired businesses, together with improved demand from industrial end-users,
accounted for the segment's sales increase. Segment earnings include adjustments
to account for systems conversion and other issues described in detail in Note
6. Those adjustments negatively impacted third quarter 1999 segment earnings by
$12.6 million and nine-month earnings by $15.2 million. Absent those
adjustments, Electrical segment sales and earnings increased 29.4% and 22.0%
year over year, respectively. Through nine months, sales increased 28.1% from
the prior-year period to $1,032.5 million with most of the gain resulting from
the Kaufel acquisition and solid improvements in volumes sold to utility
customers. Segment earnings for the nine months were 1.5% higher at
$139.9 million.
The Electronic OEM segment showed solid growth year over year in the third
quarter with segment sales increasing 15.3% to $173.9 million. Strong sales of
battery packs to cellular handset OEMs and components to computer manufacturers
led the year-over-year increase. The Electronics OEM segment recorded a loss for
the third quarter of $1.3 million, compared with earnings of $13.0 million in
the prior-year quarter. The segment loss include charges of $20.7 million and
$23.7 million in the 1999 quarter, and nine-month period, respectively, to
account for TDI, systems conversion and other issues described in detail in Note
6. Absent those charges, Electronic OEM segment sales and earnings increased
19.3% and 49.5% year over year, respectively. On a year-to-date basis, the
segment had sales of $500.9 million, up 4.4% from 1998's first nine months.
During the first nine months of 1999, higher volumes of battery packs and
computer components more than offset lower prices. Year-to-date segment earnings
declined 39.7% from 1998's level.
Sales of the Communications segment were $76.1 million in 1999's third
quarter, 19.3% above same-quarter 1998 sales. Heavy sales of amplifier product
lines in advance of the divestitures of those businesses and solid demand for
passive cable television components boosted sales in the quarter. Segment
earnings include charges of $13.7 million and $15.6 million in the 1999 quarter,
and nine-month period, respectively, to account for systems conversion and other
issues described in detail in Note 6. As a result of those charges, the
Communications segment had a loss of $7.8 million in the quarter compared with
earnings of $3.8 million in 1998's third quarter. Absent those charges,
Communications segment sales and earnings increased 31.5% and 54.6% year over
year, respectively. Through nine months of 1999, Communication sales were $207.1
million, 3.0% above the same period of 1998 as gains in the U.S. cable
television market and higher data communications sales offset weak international
demand for telecommunications products and depressed sales to U.S. customers
involved in telecommunications industry consolidation. For the first nine months
of 1999, the segment had a loss of $8.1 million, versus earnings of $14.9
million in the 1998 period. The year-over-year change in profitability of the
segment is due to the aforementioned charges as well as an unfavorable shift of
sales to lower-margin cable television amplifier products and lower sales to
telecommunications customers.
In the quarter, the Corporation completed sales of its three cable amplifier
product lines to Scientific Atlanta and ACI Communication. Those dispositions
allow Thomas & Betts to return its focus within the cable television business to
its core hardware product lines. The three product lines had 1998 sales of
$44.7 million and had $66.1 million in sales through the first nine months of
1999.
Other sales in the third quarter were $49.3 million, a decrease of 10.7%
from 1998's third-quarter level. Earnings on those sales were 65.9% lower or
$2.2 million. Earnings on other sales include charges of $4.7 million in the
1999 quarter, to account for systems conversion and other issues described in
detail in Note 6. Absent those charges, other sales decreased 9.2% and earnings
on other sales increased 7.2% year over year. Through nine months of 1999, other
sales totaled $159.9 million, 6.1% greater than the same 1998 period, due to
solid demand from traditional utility customers. Earnings on other sales
increased 15.9% to $14.6 million in the first nine months due to manufacturing
efficiencies in steel structures and heating units.
16
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided cash of $105.8 million through the first nine
months of 1999. Through nine months accounts receivable rose $88.1 million
primarily as a result of:
- higher sales volumes; and
- the acquisitions of Ocal, L.E. Mason and Shamrock; less
- adjustments as described in Note 6.
The Corporation's inventory levels increased $40.1 million from year-end
1998 levels due to:
- increases to support higher sales volumes; and
- the acquisitions of Ocal, L.E. Mason and Shamrock; less
- revaluation of inventory in the Corporation's TDI battery operations; and
- other adjustments as described in Note 6.
Accounts payable increased $42.5 million from year-end 1998, reflecting:
- additional purchases in support of higher sales and inventory levels; and
- extension of payment terms.
Capital expenditures for the first nine months of 1999 totaled $98.3
million, just slightly more than the same period of 1998. Dividends paid during
the nine months of 1999 totaled $48.7 million for dividends declared in 1998's
fourth quarter and 1999's first and second quarters.
As of October 3, 1999, marketable securities, cash and equivalents totaled
$85.7 million, compared with $106.5 million as of January 3, 1999. The cash
balance was reduced as a result of improved banking and cash management
arrangements related to recent acquisitions and current operations.
Thomas & Betts maintains a commercial paper program, which is backed by
revolving-credit agreements. At October 3, 1999, $100.8 million of commercial
paper was outstanding, backed by $560 million of revolving-credit agreements. In
June 1999, the Corporation replaced an expiring $200 million 364-day
revolving-credit agreement with a new $260 million, 364-day revolving-credit
agreement with a group of banks. Thomas & Betts has numerous other uncommitted
lines of credit in the U.S. and overseas. Management believes that its external
financial resources and internally generated funds are sufficient to meet the
Corporation's 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.
In February 1999, the Corporation issued $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 other
uncommitted lines of credit and for other general corporate purposes.
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. AFC terminated that agreement to accept a higher offer
during the third quarter. The termination resulted in payment of a $16 million
fee by AFC to Thomas & Betts.
17
<PAGE>
YEAR-2000 READINESS PROGRAM
Thomas & Betts is actively engaged in a corporate-wide program to ensure
that 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. In 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 completing correction of those systems and manufacturing
equipment that present a risk.
As of July 4, 1999, Thomas & Betts had completed the remediation phase for
all non-compliant legacy programs. As of October 3, 1999, the Corporation had
completed testing of all and implementation of all but one of its information
technology systems. The one remaining system was implemented on November 4,
1999.
With respect to operating equipment, at July 4, 1999 Thomas & Betts had
completed an assessment of equipment that could be affected by the Year-2000
issue, had completed 100% of the remediation phase and had completed 100% of the
testing of that equipment.
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 estimates that its costs
to modify existing software for Year-2000 compliance has approximated $2 million
to date.
The Corporation has contingency plans to address situations that may result
if the Corporation is unable to maintain 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 has
remediated 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 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 solutions and
contingency plans fail for a critical system for a prolonged period, the impact
on the Corporation would be material.
18
<PAGE>
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 an effort to fully adopt the euro as their common legal
currency by January 1, 2002.
The Corporation has successfully programmed its information technology and
other systems to accommodate euro-denominated transactions. To date, the euro
conversion has not materially impacted these systems or the Corporation's
competitive position, currency exchange risk, material contracts, tax position
or accounting policies. The Corporation cannot predict the long-term impact of
the euro conversion on its operations or financial results.
19
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On September 14, 1999, the Corporation issued 85,566 shares of its common
stock to the former owners of Shamrock Conduit Products, Inc. (Shamrock),
a company acquired by the Corporation. The shares represented a portion
of the purchase price for all the issued and outstanding shares of
Shamrock and were not registered under the Securities Act of 1933 as of
October 3, 1999. These shares are exempt from registration because they
were issued in a private placement in accordance with section 4(2) of the
Securities Act of 1933.
ITEM 5. OTHER INFORMATION
(a) Forward-Looking Statements May Prove Inaccurate
This document includes various forward-looking statements about the
Corporation 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 the Corporation. Accordingly, actual results
may differ materially from those expressed or implied by the
forward-looking statements contained in this document. For these
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 the Corporation. These factors include, but are
not limited to:
- Negative economic conditions in the countries where the Corporation
sells its products which may affect performance;
- Materially adverse changes in economic or industry conditions generally
or in the specific markets served by the Corporation, and economic
slowdown in the U.S. or economic slowdowns in the Corporation's major
offshore markets, including Europe (particularly Germany and the United
Kingdom), Canada, Japan and Taiwan;
- Adverse regulatory, environmental, monetary or other governmental
policies in the U.S. and abroad which could result in currency
fluctuations--including fluctuations in the Canadian dollar, Euro,
Japanese yen, Swiss franc and British pound--which, in turn, could
adversely affect the Corporation's revenues and cost of sales;
- 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, including emissions to air,
discharge to waters and the generation and handling of waste, which
could impact expectations of remediation expenses, and potentially
significant expenditures required to comply with environmental
regulations and policies that may be adopted or imposed in the future;
- Rapid expansion through acquisitions and joint ventures which may
result in integration difficulties;
20
<PAGE>
- Inflationary pressures which could raise interest rates and
consequently the Corporation's cost of funds;
- Disagreements and changes in the Corporation's relationships with its
joint venture partners and changes in financial results from its joint
ventures and other equity investments, including ventures in Taiwan,
Japan, Belgium, Egypt and the U.S.;
- Strain on management resources and on other resources because of
continued rapid growth of the Corporation;
- Undiscovered liabilities arising from acquired businesses;
- 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 could materially adversely affect operating
results and financial condition;
- Competition which may negatively affect financial performance;
- Increased downward pressure on the selling prices for the Corporation's
products;
- Unforeseeable changes in customer demand for various products of the
Corporation, which could affect the Corporation's overall product mix,
margins, plant utilization levels and asset valuations;
- Availability of raw materials (especially steel, copper, zinc,
aluminum, gold and plastic resins) and significant price fluctuations
in the cost of raw materials which could adversely affect the
Corporation's financial results;
- Delayed cost-reduction initiatives or unforeseen difficulties in
completing cost-reduction actions, including disposal of idle
facilities, geographic shifts of production locations and closure of
redundant administrative facilities; and
- Failure of Year 2000 date-sensitive logic in computer programs and
equipment within the Corporation or third parties with whom the
Corporation does business and unexpected problems with information
technology systems integration and conversions 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 September 8, 1999, the Corporation filed a current report on Form 8-K,
Items 5 and 7, announcing updated information regarding its terminated
merger with AFC Cable Systems, Inc.
On July 7, 1999, the Corporation filed a current report on Form 8-K,
Items 5 and 7, announcing updated information regarding its pending
merger with AFC Cable Systems, Inc.
21
<PAGE>
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.
<TABLE>
<S> <C>
THOMAS & BETTS CORPORATION
(Registrant)
/s/ FRED R. JONES
--------------------------------------
Fred R. Jones
VICE PRESIDENT-CHIEF FINANCIAL OFFICER
DATE: January 3, 2000
</TABLE>
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM SEC FORM 10-Q FOR THE
PERIODS ENDED OCTOBER 3, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS. AMOUNTS IN 1999 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.
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<PAGE>
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THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM SEC FORM 10-Q FOR THE
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