UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Commission File Number 1-5426
THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
DELAWARE 61-0505332
----------------------- --------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY 40207
----------------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
502/893-4600
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(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 by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes X No __
As of May 6, 2004, 17,371,539 shares of the registrant's Common Stock were
outstanding (net of treasury shares).
EXPLANATORY NOTE:
-----------------
This amendment is being filed to complete information in the Registrant's
Condensed Consolidated Statements of Cash Flow (unaudited) and Note E to Notes
to Condensed Consolidated Financial Statement (unaudited), which information was
omitted from the original filing.
PART I. - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS EXCEPT AMOUNTS PER SHARE)
THREE MONTHS ENDED
MARCH 31
-----------------------------
2004 2003
-----------------------------
Net sales $ 109,518 $ 92,346
Cost of products sold 71,135 59,231
-----------------------------
Gross profit 38,383 33,115
Selling, general and administrative
expenses 29,000 24,578
Equity income from GTG 7,422 6,143
-----------------------------
Operating income 16,805 14,680
Interest expense 1,026 1,086
Interest income and other income (expense) 606 (39)
-----------------------------
Income before income taxes and minority interest 16,385 13,555
Income taxes 5,735 4,742
-----------------------------
Income before minority interest 10,650 8,813
Minority interest, net of tax - 7
-----------------------------
$ 10,650 $ 8,806
=============================
Net income per share:
Basic $ 0.61 $ 0.51
Diluted $ 0.60 $ 0.50
Dividends declared per share: $ 0.095 $ 0.085
Weighted average number of
shares outstanding:
Basic 17,318 17,139
Diluted 17,779 17,507
See notes to condensed consolidated financial statements.
2
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(Unaudited)
March 31 December 31
2004 2003 *
---------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 31,229 $ 23,933
Accounts receivable, less allowance
(2004--$2,136; 2003--$2,270) 58,621 52,819
Inventories:
Finished products 31,266 29,004
Raw materials 27,863 28,250
Work in process 8,040 8,641
---------------------------------------------
67,169 65,895
Deferred income taxes 7,047 6,688
Other current assets 6,533 6,287
---------------------------------------------
Total current assets 170,599 155,622
Investment in GTG 221,353 214,405
Property, plant and equipment 185,084 185,123
Less accumulated depreciation and amortization (79,304) (76,773)
---------------------------------------------
105,780 108,350
Goodwill 67,749 70,164
Other intangible assets, net 21,008 21,788
Other assets 4,696 4,715
---------------------------------------------
Total assets $ 591,185 $ 575,044
=============================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 3,092 $ 3,088
Accounts payable 16,384 14,312
Accrued expense and other current liabilities 31,297 30,519
Dividends payable 1,646 1,642
Income taxes payable 5,726 595
Current portion of long-term debt 9,739 9,885
---------------------------------------------
Total current liabilities 67,884 60,041
Deferred income taxes 5,873 6,177
Long-term debt, less current portion 108,187 102,673
Long-term pension liability 13,189 13,189
Other long-term liabilities 9,446 9,609
---------------------------------------------
Total liabilities 204,579 191,689
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: 2004 - 18,181,078; 2003 - 18,108,664 18,181 18,109
Capital surplus 138,852 137,041
Deferred compensation 1,506 1,211
Treasury stock held for deferred compensation (1,506) (1,211)
Retained earnings 225,300 216,296
Accumulated other comprehensive income (loss) 16,332 23,968
Less cost of 822,339 treasury shares (12,059) (12,059)
---------------------------------------------
Total shareholders' equity 386,606 383,355
---------------------------------------------
Total liabilities and shareholders' equity $ 591,185 $ 575,044
=============================================
* Derived from the audited December 31, 2003 consolidated balance sheet.
See notes to condensed consolidated financial statements.
3
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31
---------------------------------
2004 2003
---------------------------------
OPERATING ACTIVITIES
Net income $ 10,650 $ 8,806
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and intangible amortization 4,017 3,869
Deferred income taxes (515) 124
Equity income from GTG (7,422) (6,143)
Other items 158 36
Changes in operating assets and liabilities net of effect of acquisitions:
Accounts receivable (6,865) (5,140)
Inventories (2,674) (3,459)
Accounts payable 2,707 (2,081)
Income taxes payable 5,439 2,846
Accrued expenses and other current liabilities 1,355 2,309
Other (1,309) (446)
-------------------------------
Net cash provided by operating activities 5,541 721
INVESTING ACTIVITIES
Purchases of property, plant and equipment (3,740) (1,952)
Sales of property, plant and equipment 2 13
-------------------------------
Net cash used in investing activities (3,738) (1,939)
FINANCING ACTIVITIES
Proceeds (payments) on short-term debt, net 171 (1,421)
Proceeds from long-term debt 16,534 12,000
Payments from long-term debt (10,769) (7,849)
Dividends paid (1,642) (1,455)
Other 1,082 356
-------------------------------
Net cash provided by financing activities 5,376 1,631
Effect of exchange rate changes 117 26
-------------------------------
Net increase in cash and cash equivalents 7,296 439
Cash and cash equivalents at beginning of period 23,933 18,879
-------------------------------
Cash and cash equivalents at end of period $ 31,229 $ 19,318
===============================
See notes to condensed consolidated financial statements.
4
THOMAS INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note A - Basis of Presentation
------------------------------
The accompanying unaudited condensed consolidated financial statements of Thomas
Industries Inc. ("Thomas" or the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United
States for complete financial statements.
The results of operations for the three-month period ended March 31, 2004 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2004. In the opinion of the Company's management, the
unaudited consolidated financial statements include all adjustments, consisting
only of normal recurring accruals, considered necessary for a fair presentation
of the financial position and the results of operations. 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, 2003.
Note B - Acquisitions
---------------------
On November 20, 2003, the Company purchased the remaining 25% minority interests
in the Company's New Zealand subsidiary for $244,000. All of the purchase price
was allocated to goodwill. The Company now owns 100% of the New Zealand
subsidiary.
On July 31, 2003, the Company purchased all of the outstanding equity interests
of Aldax AB, of Stockholm, Sweden for $2.6 million, of which $1.7 million was
paid in cash at the acquisition date, while $900,000 was recorded as a long-term
liability to be paid on July 31, 2005 in accordance with the purchase agreement.
Approximately $2.0 million of the purchase price was allocated to goodwill.
On April 11, 2003, the Company purchased the remaining 20% minority interests in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
allocated to goodwill. The Company now owns 100% of the Italian subsidiary.
Note C - Contingencies
----------------------
On August 13, 2002, a petition was filed in the District Court of Jefferson
County, Texas, adding Thomas Industries Inc. as a third party defendant in a
lawsuit captioned Hydro Action, Inc. v. Jesse James, individually and d/b/a
James Backhoe Service of Dietrich, Illinois, Inc. and Original Septic Solutions,
Inc. (the "Third Party Plaintiffs") (the "Original Lawsuit"). The Original
Lawsuit alleged that the Company violated the Texas Deceptive Trade Practices
Act and breached warranties of merchantability and fitness for a particular
purpose with respect to pumps sold by the Company and used in septic tanks
manufactured or sold by the plaintiffs. The Original Lawsuit has been stayed as
a result of the bankruptcy filing by Hydro Action, Inc. On October 8, 2003, a
lawsuit was filed against the Company, Gig Drewery, Yasunaga Corporation and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas, making the
same allegations set forth in the Original Lawsuit and requesting class-action
certification. No class has been certified. The Third Party Plaintiffs are
plaintiffs in this action. This complaint has been amended to include
approximately 28 plaintiffs. The complaint currently seeks $3 million per
plaintiff and punitive and exemplary damages. The total sales related to these
products were approximately $900,000. Although this litigation is in the
preliminary stages, the Company believes it has meritorious defenses to the
claims and intends to vigorously defend this matter. Litigation is subject to
5
many uncertainties and the Company cannot guarantee the outcome of these
proceedings. However, based upon information currently available, the Company
does not believe that the outcome of these proceedings will have a material
adverse effect on the consolidated financial position, results of operations or
cash flows of the Company.
The Company, like other similar manufacturers, is subject to environmental rules
and regulations regarding the use, disposal and cleanup of substances regulated
under environmental protection laws. It is the Company's policy to comply with
these rules and regulations, and the Company believes that its practices and
procedures are designed to meet this compliance. The Company is involved in
remedial efforts at certain of its present and former locations; and when costs
can be reasonably estimated, the Company records appropriate liabilities for
such matters. Management does not believe that the ultimate resolution of
environmental matters will have a material adverse effect on its financial
position, results of operations or liquidity.
In the normal course of business, the Company is a party to legal proceedings
and claims. When costs can be reasonably estimated, appropriate liabilities for
such matters are recorded. While management currently believes the amount of
ultimate liability, if any, with respect to these actions will not materially
affect the financial position, results of operations, or liquidity of the
Company, the ultimate outcome of any litigation is uncertain. Were an
unfavorable outcome to occur, the impact could be material to the Company.
Note D - Comprehensive Income
-----------------------------
The reconciliation of net income to comprehensive income follows (in thousands):
THREE MONTHS ENDED
MARCH 31
------------------------
2004 2003
---- ----
Net income $10,650 $ 8,806
Other comprehensive income (loss):
Minimum pension liability (increase) 7 (27)
Related tax expense (credit) (3) 9
Derivative adjustment (293) -
Related tax expense 111 -
Foreign currency translation (7,458) 3,835
------- -------
Total change in other comprehensive income (loss) (7,636) 3,817
------- -------
Total comprehensive income $ 3,014 $12,623
========= =======
Note E - Net Income Per Share
-----------------------------
The computation of the numerator and denominator in computing basic and diluted
net income per share follows (in thousands):
THREE MONTHS ENDED
MARCH 31
----------------------
2004 2003
---- ----
Numerator:
Net income $10,650 $8,806
======= ======
Denominator:
Weighted average shares outstanding 17,318 17,139
Effect of dilutive securities:
Director and employee stock options 445 322
Employee performance shares 16 46
------- ------
Dilutive potential common shares 461 368
------- ------
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed conversions 17,779 17,507
======= ======
6
Note F - Segment Disclosures
----------------------------
(In thousands) THREE MONTHS ENDED
MARCH 31
--------------------------
2004 2003
---- ----
Total net sales including intercompany sales
Pump and Compressor $135,716 $ 112,127
Intercompany sales
Pump and Compressor (26,198) (19,781)
-------- -----------
Net sales to unaffiliated customers
Pump and Compressor $109,518 $ 92,346
======== ==========
Operating income
Pump and Compressor $11,643 $ 10,325
Lighting* 7,422 6,143
Corporate (2,260) (1,788)
--------- ----------
$16,805 $ 14,680
======= ==========
*Three months ended March 31 consists of equity income of $7,512,000 in 2004 and
$6,222,000 in 2003 from our 32% interest in the joint venture, Genlyte Thomas
Group LLC (GTG), less $90,000 in 2004 and $79,000 in 2003 related to expense
recorded for Thomas Industries stock options issued to GTG employees.
Note G - Goodwill and Other Intangible Assets
---------------------------------------------
The changes in net carrying amount of goodwill for the three months ended March
31, 2004 were as follows (in thousands):
THREE MONTHS ENDED
MARCH 31, 2004
--------------
Balance at beginning of period $ 70,164
Translation adjustments and other (2,415)
----------
Balance at end of period $ 67,749
========
The goodwill included in the balance sheets is related to the Pump and
Compressor Segment.
Certain intangible assets have definite lives and are being amortized.
Amortizable intangible assets consist of the following (in thousands):
March 31, 2004 December 31, 2003
----------------------------------------- ----------------------------------------------
Accumulated Accumulated
Life Cost Amortization Life Cost Amortization
---- ---- ------------ ---- ---- ------------
Licenses 18-19 $ 494 $ 209 18-19 $ 503 $ 207
Patents 5-20 5,688 860 5-20 5,917 771
Other 1-15 3,721 946 1-10 3,619 890
------------ ------------------- ------------- -------------------
Total $ 9,903 $ 2,015 $ 10,039 $1,868
============ =================== ============= ===================
The total intangible amortization expense for the three months ended March 31,
2004 and 2003 was $219,000 and $291,000, respectively.
7
The estimated amortization expense for the next five years beginning January 1,
2004 through December 31, 2008 is as follows (in thousands):
2004 $873
2005 874
2006 874
2007 867
2008 819
The Company has various trademarks totaling $12,334,000 at March 31, 2004 and
$12,831,000 at December 31, 2003, that are not amortized. Also included in other
intangible assets is an intangible asset associated with the minimum pension
liability of $786,000 as of March 31, 2004 and December 31, 2003.
Note H - Long-lived Assets
--------------------------
Consistent with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," the Company evaluates long-lived assets for impairment and
assesses their recoverability based upon anticipated future cash flows. If facts
and circumstances lead the Company's management to believe that the cost of one
of its assets may be impaired, the Company will evaluate the extent to which
that cost is recoverable by comparing the future undiscounted cash flows
estimated to be associated with that asset to the asset's carrying amount and
write down that carrying amount to market value to the extent necessary.
Note I - Genlyte Thomas Group LLC (GTG)
---------------------------------------
The following table contains certain unaudited financial information for GTG.
Genlyte Thomas Group LLC
Condensed Financial Information
(Dollars in Thousands)
(Unaudited)
March 31, December 31,
2004 2003
---- ----
GTG balance sheets:
Current assets $471,149 $444,272
Long-term assets 287,014 288,499
Current liabilities 188,741 185,809
Long-term liabilities 51,750 51,003
Three Months
Ended March 31
--------------
2004 2003
---- ----
GTG income statements (unaudited):
Net sales $277,362 $ 237,913
Gross profit 95,116 81,830
Earnings before interest and taxes 25,219 21,163
Net income 23,474 19,445
Amounts recorded by Thomas Industries Inc.:
Equity income from GTG $ 7,512 $ 6,222
Stock option expense (90) (79)
--------- ----------
Equity income reported by Thomas $ 7,422 $ 6,143
========= ==========
8
Note J - Stock-Based Compensation
---------------------------------
Stock options are granted under various stock compensation programs to employees
and independent directors. In December 2003, the Company adopted the fair value
recognition provisions of accounting for stock-based compensation under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123) which required the Company to expense the fair value
of employee stock options prospectively for all employee awards granted,
modified or settled after January 1, 2003. Awards under the Company's plan vest
over a period of five years. For employee stock options granted prior to 2003,
the Company continues to use the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"). For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to expense over the options'
vesting period.
Included in stock option activity, but accounted for in accordance with SFAS No.
123, are options granted to GTG employees, for which the Company has recorded
compensation expense. This compensation expense, shown net of tax, is also
included in the pro forma information below.
The following table illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all outstanding and unvested
awards in each period.
Three Months Ended
March 31
------------------------
2004 2003
------------------------
Net income (as reported) $ 10,650 $ 8,806
Add: Stock-based compensation expense for GTG employees
included in reported net income, net of related tax
effect. 81 46
Deduct: Total stock-based employee compensation
determined under fair value based method for all
awards, net of related tax effect. (195) (194)
------------------------
Net income (pro forma) $ 10,536 $ 8,658
========================
Net income per share (Basic) - As reported $ .61 $ .51
Pro forma .61 .51
Net income per share (Diluted) - As reported .60 .50
Pro forma .59 .50
Note K - Product Warranty Costs
-------------------------------
The Company generally offers warranties for most of its products for periods
from one to five years. The specific terms and conditions of these warranties
vary depending on the product sold and country in which the Company does
business. The Company estimates the costs that may be incurred under its
warranty and records a liability in the amount of such costs at the time product
revenue is recognized. Factors that affect the Company's warranty liability
include that number of units sold, historical and anticipated rates of warranty
claims, and cost per claim. The Company periodically assesses the adequacy of
its recorded warranty liability and adjusts the amount as necessary.
Changes in the Company's warranty liability for March 31, 2004 are as follows
(in thousands):
9
THREE MONTHS ENDED
MARCH 31, 2004
--------------
Balance at beginning of period $5,382
Warranties accrued 970
Settlements made and other (835)
Balance at end of period $5,517
======
Note L - Currency Risk Management
---------------------------------
All derivative instruments are recorded at fair value on the balance sheet and
all changes in fair value are recorded to earnings or to shareholders' equity
through other comprehensive income in accordance with SFAS No. 133, as amended,
"Accounting for Derivatives and Hedging Activity" (SFAS 133).
The Company uses forward currency exchange contracts to manage its exposures to
the variability of cash flows primarily related to the purchase of inventory
manufactured in Europe but inventoried and sold in non Euro-denominated
countries. These contracts are designated as cash flow hedges.
The Company does not use derivative instruments for trading or speculative
purposes.
All of the Company's derivative contracts are adjusted to current market values
each period and qualify for hedge accounting under SFAS 133. The periodic gains
and losses of the contracts designated as cash flows are deferred in other
comprehensive income until the underlying transactions are recognized. Upon
recognition, such gains and losses are recorded in operations as an adjustment
to the carrying amounts of the underlying transactions in the period in which
these transactions are recognized. The carrying values of derivative contracts
are included in other current assets.
The Company's policy requires that contracts used as hedges must be effective at
reducing the risk associated with the exposure being hedged and must be
designated as a hedge at the inception of the contract. Hedging effectiveness is
assessed periodically. Any contract that is either not designated as a hedge, or
is so designated but is ineffective, is marked to market and recognized in
earnings immediately. If a cash flow hedge ceases to qualify for hedge
accounting or is terminated, the contract would continue to be carried on the
balance sheet at fair value until settled and future adjustments to the
contract's fair value would be recognized in earnings immediately. If a
forecasted transaction were no longer probable to occur, amounts previously
deferred in other comprehensive income would be recognized immediately in
earnings.
Note M - Pension and Other Postretirement Benefit Costs
-------------------------------------------------------
The components of net periodic benefit cost consisted of the following:
OTHER
PENSION BENEFITS POSTRETIREMENT
BENEFITS
FOREIGN PLANS U.S. PLANS (U.S. PLANS)
--------------------------------------------------- -----------------------
2004 2003 2004 2003 2004 2003
--------------------------------------------------- -----------------------
Service cost $ 62 $ 72 $ 84 $ 71 $ 21 $ 17
Interest cost 141 148 131 128 23 21
Expected return on plan assets - - (144) (135) - -
Other amortization and deferral 4 - 60 51 10 8
-------- ------- ------- ------- ------ -----
Net Periodic Benefit cost $ 207 $ 220 $ 131 $ 115 $ 54 $ 46
====== ====== ====== ====== ===== =====
10
The Company previously disclosed in its financial statements for the year ended
December 31, 2003, that it expected to contribute $570,000 to its pension plans
in 2004. As of March 31, 2004, no contributions have been made. The Company
continues to anticipate contributions to the plans of $570,000 for 2004.
In January 2004, the FASB issued FASB Staff Position No. 106-1, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" ("FSP FAS 106-1"). FSP FAS 106-1 allows companies
to assess the effect of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 ("MMA") on their postretirement benefit obligations
and costs and reflect the effects in the 2003 financial statements, pursuant to
SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other Than
Pensions." Companies are also allowed to make a one-time election to defer
accounting for the effects of MMA until authoritative guidance is issued. The
guidance in FSP FAS 106-1 is effective for years ending after December 7, 2003.
In accordance with FSP FAS 106-1, the Company made the one-time election to
defer accounting for the effects of MMA and, therefore, the accumulated
postretirement benefit obligation and postretirement net periodic benefit costs
in the Company's consolidated financial statements and disclosed in this note do
not reflect the effects of MMA on the Company's plans. In addition, specific
authoritative guidance on the accounting for the federal subsidy, one of the
provisions of MMA, is pending, and that guidance, when issued, could require the
Company to change previously reported information. However, in the Company's
opinion, any change due to the accounting for the federal subsidy would be
immaterial.
Note N - Recent Accounting Pronouncements
-----------------------------------------
In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 requires a company to consolidate
a variable interest entity if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's residual returns, or both. The Company has adopted
the provisions of FIN 46, which did not have an impact on the Company's
financial statements or disclosures.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
requires that certain financial instruments, which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatorily redeemable stock, certain financial
instruments that require or may require the issuer to buy back some of its
shares in exchange for cash or other assets, and certain obligations that can be
settled with shares of stock. Although certain portions of SFAS No. 150 have
been deferred indefinitely, certain portions of the statement became effective
during the third quarter of 2003. The provisions of this statement did not have
and are not expected to have an impact on the Company's statement of financial
position.
11
PART II. OTHER INFORMATION
------- -----------------
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer
pursuant to Rule 13a-14(b) and Section 302 of
the Sarbanes-Oxley Act of 2002, filed
herewith
31.2 Certification of Chief Financial Officer
pursuant to Rule 13a-14(b) and Section 302 of
the Sarbanes-Oxley Act of 2002, filed
herewith
32.1 Certification Pursuant to 18 U.S.C. Section
1350, as adopted pursuant Section 906 of the
Sarbanes - Oxley Act of 2002, filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 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
& Chief Financial Officer
Date: May 19, 2004
12