THOMAS INDUSTRIES INC
10-Q, 1995-05-11
ELECTRIC LIGHTING & WIRING EQUIPMENT
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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                  March 31, 1995     
        
                                                OR

 [ ]   TRANSITION REPORT PURSUANT TO  SECTION 12 OR  15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934


   For the transition period from _________________to____________________

                             Commission File Number 1-5426.



                                  THOMAS INDUSTRIES INC.                      
                  (Exact name of registrant as specified in its charter)


                    Delaware                                61-0505332
          (State or other jurisdiction of                 (I.R.S. Employer
           incorporation or organization)                Identification No.)


             4360 Brownsboro Road, Louisville, Kentucky                40207
              (Address of principal executive offices)              (Zip Code)


  Registrant's telephone number, including  area code         502/893-4600    
        


                                      Not applicable                          
                   (Former name, former address, and former fiscal year, 
                              if changed since last report.)

   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 twelve 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

   The number of shares outstanding of issuer's Common Stock, $1 par  value, as
   of May 5, 1995, was 10,087,678 shares.

   PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements (Unaudited)


                              THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                          (Dollars in Thousands Except Amounts Per Share)

      <TABLE>
      <CAPTION>
                                                       Three Months Ended
                                                             March 31     
                                                          1995        1994

      <S>                                               <C>         <C>
      Net sales                                         $117,609    $109,391
      Cost of products sold                               86,381      79,741
                           Gross profit                   31,228      29,650

      Other (income) expense:
        Selling, general, and
        administrative expenses                           26,248      25,514
        Interest expense                                   2,273       2,427
        Other                                                 (8)       (129)
           Income before income taxes                      2,715       1,838
      Income tax provision                                 1,127         827
                            Net income                  $  1,588    $  1,011

      Per Common Share amounts:
        Net income per share                                 $.16        $.10
        Dividends declared per shar                          $.10        $.10
        Average number of shares outstanding           10,081,767  10,049,995 

      See notes to condensed consolidated financial statements.
      </TABLE>


                              THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (Dollars in Thousands)

      <TABLE>
      <CAPTION>
                                                      (Unaudited)
                                                      March 31       December 31
      ASSETS                                            1995            1994*
      <S>                                             <C>              <C>
      Current assets
        Cash and cash equivalents                     $  3,446         $  5,050
        Accounts receivable, less allowance 
          (1995--$2,017; 1994--$1,773)                   68,664          61,075
        Inventories:
        Finished products                                31,577          31,417
        Raw materials                                    28,655          29,970
        Work in process                                  11,580          11,515
                                                         71,812          72,902
        Assets held for disposition                       1,125           2,157
        Deferred income taxes                             6,097           5,874
        Other current assets                              7,231           8,297
        Total current assets                            158,375         155,355

      Property, plant and equipment                     146,697         142,060
        Less accumulated depreciation and amortization   70,469          66,098
                                                         76,228          75,962
      Intangible assets--less accumulated amortization   63,276          62,532
      Other assets                                       11,023          11,222
                                                       $308,902        $305,071

      LIABILITIES AND SHAREHOLDERS' EQUITY 
      Current liabilities
        Notes payable                                  $ 12,624        $  8,252
        Accounts payable                                 28,877          25,892
        Other current liabilities                        37,494          34,821
        Current portion of long-term debt                 8,923           8,832
        Total current liabilities                        87,918          77,797

      Deferred income taxes                               7,919           7,684
      Long-term debt (less current portion)              71,352          79,693
      Minimum pension liability                           1,759           1,759
      Other long-term liabilities                         4,225           4,372

      Shareholders' equity
        Preferred Stock, $1 par value,
        3,000,000 shares authorized--none issued
        Common Stock, $1 par value
        Shares authorized:  60,000,000
        Shares issued:  1995--11,450,873;
        1994--11,447,873                                 11,451          11,448
        Capital surplus                                 117,583         117,557
        Retained earnings                                31,844          31,264
        Minimum pension liability adjustment             (1,045)         (1,045)
        Equity adjustment from translation               (1,124)         (2,478)
        Less cost of treasury shares:
        (1995 and 1994--1,366,695)                      (22,980)        (22,980)
                                                        135,729         133,766
                                                       $308,902        $305,071

      *Derived from the audited December 31, 1994, consolidated balance sheet.
       See notes to condensed consolidated financial statements.

      </TABLE>

                              THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
                                      (Dollars in Thousands)

      <TABLE>
      <CAPTION>
                                                           Three Months Ended
                                                                March 31
                                                           1995        1994
   <S>                                                     <C>         <C>
   Cash flows from operating activities:
     Net income                                            $ 1,588     $ 1,011
     Reconciliation of net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                           3,989       4,022
     Deferred income taxes                                    (178)        116
     Provision for losses on accounts receivable               253         322
     Changes in operating assets and liabilities,
     net of effects of acquisitions and
     dispositions:
     Accounts receivable                                    (7,295)    (3,013)
     Inventories                                             2,161       (360)
     Other current assets                                    2,165         61
     Accounts payable                                        2,786     (1,724)
     Accrued expenses and other liabilities                  1,806     (2,833)
     Other                                                    124        (128)
     Net cash provided by (used in)
     operating activities                                    7,399     (2,526)

   Cash flows from investing activities:
     Purchase of property, plant, and equipment             (2,811)    (2,556)
     Proceeds from sale of property, plant, and
     equipment                                                  4       2,366
     Net cash used in investing activities                 (2,807)       (190)

   Cash flows from financing activities:
     Proceeds from short-term debt, net                     3,244       6,282
     Payments on long-term debt                            (8,485)       (247)
     Dividends paid                                        (1,007)     (1,005)
     Other                                                     52        (113)
     Net cash provided by (used in)
     financing activities                                  (6,196)      4,917

     (Decrease) increase in cash and cash
     equivalents                                           (1,604)      2,201 
   Cash and cash equivalents at beginning of quarter        5,050       2,364

    Cash and cash equivalents at end of quarter           $ 3,446     $ 4,565


   See notes to condensed consolidated financial statements.

   </TABLE>


                              THOMAS INDUSTRIES INC. AND SUBSIDIARIES


      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


      Note A -- Basis of Presentation

   The  accompanying unaudited condensed consolidated financial statements have
   been prepared  in accordance with  generally accepted  accounting principles
   for interim financial  reporting and with the instructions to  Form 10-Q and
   Article 10-01 of Regulation S-X.   Accordingly, they do not include all  the
   information  and   footnotes  required  by  generally   accepted  accounting
   principles for complete financial statements.

   The  results of operations for the three-month  period ended March 31, 1995,
   are not necessarily indicative  of the results that may be  expected for the
   year  ending  December  31,  1995.    In  the  opinion  of  management,  all
   adjustments  considered  necessary   for  a  fair  presentation   have  been
   included.   For further  information, refer  to  the consolidated  financial
   statements and footnotes  included in  the Company's Annual  Report on  Form
   10-K for the year ended December 31, 1994.


   Note B -- Contingencies

   In  the normal  course of  business, the  Company and  its  subsidiaries are
   parties  to  litigation.   Management believes  that  these matters  will be
   resolved  with no material  adverse impact on the  financial position of the
   Company.


   Item 2.  Management's Discussion  and  Analysis of  Financial Condition  and
            Results of Operations

            Net sales during the  first quarter ended  March 31, 1995, were  8%
            above the first quarter 1994.   Net sales for the  Lighting Segment
            were up  13%  from  last year's  first  quarter, due  primarily  to
            strength  in the  Commercial &  Industrial  and Outdoor  Divisions.
            The Compressor &  Vacuum Pump Segment  experienced an 11%  increase
            in  net  sales for  the  quarter over  1994  due to  the continuing
            success  of new product  applications and the  strength of existing
            product volume.  Included in the  1994 first quarter net sales  was
            $5,072,000 from operations divested in 1994.

            Net income  for  the  first  three  months  of  1995  increased  to
            $1,588,000 compared  to last  year's first  quarter  net income  of
            $1,011,000.  Operating income  from the  Compressor  & Vacuum  Pump
            Segment declined slightly  due to a  temporary weakness in  certain
            segments of  our North American  OEM medical market.   The Lighting
            Segment operating results improved  compared to last year due  to a
            13% increase  in net  sales coupled  with the  favorable effect  of
            cost savings programs initiated in 1994.

            Cost of  products sold in the first quarter 1995 increased slightly
            to 73.4% of net sales compared to  72.9% last year due primarily to
            a change in sales mix.

            Selling, general,  and administrative costs in the first quarter of
            1995  were  $734,000  higher  compared  to  the  prior  year  first
            quarter; however,  SG&A expenses as a percent of net sales declined
            in 1995 to 22.3% compared to 23.3% in 1994.  SG&A expenses  for the
            Lighting Segment were  up 5.6%  for the current  quarter from  last
            year's level  due to the higher sales volume.   In the Compressor &
            Vacuum Pump Segment,  SG&A expenses increased 13.9% over  the prior
            year first quarter in support of the higher sales volume.

            Interest expense  for the first  three months of 1995  was 6% lower
            than the comparable 1994  period.  The effect of  higher short-term
            interest  rates in  the U.S.  was more  than  offset by  lower debt
            levels.

            Working capital of  $70,457,000 at  March 31, 1995,  was down  from
            $77,558,000 at  December 31,  1994.   Accounts receivable at  March
            31, 1995, exceed December 31, 1994,  by 12% and March 31, 1994,  by
            8%  due to  the increase  in net sales.   Inventory  decreased 1.5%
            from  December  31, 1994,  but increased  1%  from March  31, 1994.
            Notes  payable to  banks  increased  $4,372,000 from  December  31,
            1994, but  decreased $9,528,000 from  March 31, 1994.   The current
            ratio was 1.80 at March 31, 1995,  compared to 2.00 at December 31,
            1994, and 1.86 at March 31,  1994.  Certain loan agreements of  the
            Company  include restrictions on working capital, operating leases,
            tangible net worth,  and the  payment of cash  dividends and  stock
            distributions.  Under  the most restrictive of  these arrangements,
            retained earnings  of $14.5 million are not restricted at March 31,
            1995.

            As  of March  31, 1995,  the Company  had available  credit of  $67
            million with  banks under short-term  borrowing arrangements  and a
            revolving line   of credit,  $63.7 million  of which was  unused as
            of  March 31,1995.   Anticipated  funds from  operations,  along 
            with  available short-term  credit  and  other  resources,  are  
            expected to be sufficient to meet cash  requirements in the  year 
            ahead.  Cash in excess of operating  requirements will continue  to
            be invested in high grade, short-term securities.


   PART II.  OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K

            (a)  Exhibits

               (3)   Bylaws, as amended  April 20, 1995,  filed as Exhibit
                     4.3  to Registration  Statement on  Form S-8  (Registration
                     No. 33-59099) dated May 4, 1995.

               (27)  Financial Data Schedule

             (b)  There have  been no reports on Form 8-K  filed for the three
                  months ended March 31, 1995. 


                                             SIGNATURE

   Pursuant to  the requirements  of the Securities  Exchange Act of  1934, the
   Registrant  has duly caused  this report to  be signed on its  behalf by the
   undersigned thereunto duly authorized.

                                                    THOMAS INDUSTRIES INC.     
        
                                                          Registrant



                                           /s/ Phillip J. Stuecker
                                           _________________________________
                                           Phillip J. Stuecker,  Vice President
                                           and Chief Financial Officer

   Date: May 10, 1995<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           3,446
<SECURITIES>                                         0
<RECEIVABLES>                                   70,681
<ALLOWANCES>                                     2,017
<INVENTORY>                                     71,812
<CURRENT-ASSETS>                               158,375
<PP&E>                                         146,697
<DEPRECIATION>                                  70,469
<TOTAL-ASSETS>                                 308,902
<CURRENT-LIABILITIES>                           87,918
<BONDS>                                         71,352
<COMMON>                                        11,451
                                0
                                          0
<OTHER-SE>                                     124,278
<TOTAL-LIABILITY-AND-EQUITY>                   308,902
<SALES>                                        117,609
<TOTAL-REVENUES>                               117,609
<CGS>                                           86,381
<TOTAL-COSTS>                                   86,381
<OTHER-EXPENSES>                                25,987
<LOSS-PROVISION>                                   253
<INTEREST-EXPENSE>                               2,273
<INCOME-PRETAX>                                  2,715
<INCOME-TAX>                                     1,127
<INCOME-CONTINUING>                              1,588
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,588
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                      .16
        

</TABLE>


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