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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(Mark One)
[ X ] Annual Report Pursuant to Section/X/ ANNUAL REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities
Exchange Act ofOF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended DecemberFOR THE FISCAL YEAR ENDED DECEMBER 30, 2000.
[ ] Transition Report Pursuant to Section2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities
Exchange Act ofOF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from _______________
to _______________ .
Commission File No.:COMMISSION FILE NO. 1-8045
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GENRAD, INC.
(Name(Exact name of Registrant)
MASSACHUSETTS 04-1360950
(State or Incorporation) (I.R.S. Employer Identification No.)registrant as specified in its charter)
MASSACHUSETTS 04-1360950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033
WESTFORD, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (978) 589-7000
Securities Registered Pursuant to SectionSECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $1.00 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) of the Act:OF THE ACT:
NONE
Indicate by check mark whether the Registrantregistrant: (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. [ X ] Yes [ ]/X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]/ /
The aggregate market value of shares of Common Stock held by non-affiliates
of the registrant as of March 26, 2001 was $239,658,438. As of March 26, 2001,
28,509,554 shares of
the Common Stock of GenRad, Inc., $1.00 par value, were outstanding.outstanding on
March 26, 2001.
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REQUIRED INFORMATION
In accordance with General Instruction F of Form 10-K and Rule 15d-2112b-15 of the Securities Exchange Act of 1934, as
amended, GenRad, Inc. is filing this firstsecond amendment to its Annual Report on
Form 10-K filed on March 30, 2001 to include an explanatory paragraph in the
Report of Independent Accountants relating to GenRad's ability to continue as
exhibitsa going concern as described in Note 13 to the consolidated financial
statements and a Consent of Independent Accountants as Exhibit 23.3.
2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORT
Management is responsible for the preparation and integrity of the
consolidated financial statements appearing in this Annual Report. The financial
statements were prepared in conformity with generally accepted accounting
principles. Management has included in the Company's financial statements,
amounts that are based on estimates and judgement, which they believe are
reasonable under the existing circumstances.
Management believes that its established accounting procedures and related
systems of internal control provide reasonable assurance, at an appropriate
cost/benefit relationship, that assets are safeguarded, that the books and
records properly reflect all transactions, and the policies and procedures are
implemented by qualified personnel.
Our independent accountants, PricewaterhouseCoopers LLP, have audited the
consolidated financial statements. Their audit was conducted in accordance with
generally accepted auditing standards and provides an independent opinion about
fair presentation of the consolidated financial statements. When performing
their audit, PricewaterhouseCoopers LLP considers the Company's internal control
structure to the extent they deem necessary to issue their opinion on the
financial statements. The Board of Directors appoints the independent
accountants; ratification of the appointment is solicited annually from
stockholders.
The Board of Directors, through its Audit Committee, consisting solely of
independent directors of the Company, is responsible for reviewing and
monitoring the Company's financial reporting and accounting practices.
PricewaterhouseCoopers LLP has full and free access to the Audit Committee, and
meets with the Committee, with and without the presence of management.
/s/ WALTER A. SHEPHARD
- --------------------------
Walter A. Shephard
Chief Financial Officer,
Vice President, Global Business Operations,
Treasurer, and Clerk
February 8, 2001
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of GenRad, Inc.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and cash
flows present fairly, in all material respects, the financial position of
GenRad, Inc. and its subsidiaries at December 30, 2000 and January 1, 2000,
and the results of their operations and their cash flows for each of the
three years in the period ended December 30, 2000 in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and schedulesdisclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 13 to the financial statements, the Company has incurred a net loss of
$110.1 million (unaudited) during the six months ended June 30, 2001 and, as
a result, is in continuing discussions with its banks with regards to
potential loan covenant violations when its current waiver expires on
September 28, 2001. These issues raise substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters
are also described in Note 13. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
February 8, 2001, except Note 13, for which the date is August 30, 2001
4
GENRAD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2000 1999 1998
-------- -------- --------
REVENUE:
Products.................................................. $275,480 $232,362 $159,290
Services.................................................. 66,175 69,586 65,499
-------- -------- --------
Total revenue........................................... 341,655 301,948 224,789
COST OF REVENUE:
Products.................................................. 157,257 124,114 80,102
Services.................................................. 46,694 42,643 38,775
-------- -------- --------
Total cost of revenue................................... 203,951 166,757 118,877
-------- -------- --------
Gross margin................................................ 137,704 135,191 105,912
OPERATING EXPENSES:
Selling, general and administrative....................... 80,723 63,216 67,890
Research and development.................................. 28,956 20,042 18,962
Amortization of acquisition-related intangible assets..... 7,269 2,831 1,948
Acquired in-process research and development.............. 500 -- 10,097
Restructuring and other charges........................... 1,291 -- 8,753
Loss from impairment of intangible assets................. -- -- 4,906
Arbitration settlement.................................... -- -- 7,650
-------- -------- --------
Total operating expenses................................ 118,739 86,089 120,206
-------- -------- --------
Operating income (loss)..................................... 18,965 49,102 (14,294)
OTHER INCOME (EXPENSE):
Interest income........................................... 196 212 399
Interest expense.......................................... (8,216) (1,374) (1,163)
Other..................................................... 165 (169) (541)
-------- -------- --------
Total other expense..................................... (7,855) (1,331) (1,305)
Income (loss) before income taxes........................... 11,110 47,771 (15,599)
Income tax benefit (provision).............................. 10,537 (277) 6,531
-------- -------- --------
Net income (loss)........................................... $ 21,647 $ 47,494 $ (9,068)
======== ======== ========
NET INCOME (LOSS) PER SHARE:
Basic..................................................... $ 0.77 $ 1.66 $ (0.32)
======== ======== ========
Diluted................................................... $ 0.75 $ 1.60 $ (0.32)
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic..................................................... 28,205 28,669 28,003
======== ======== ========
Diluted................................................... 28,731 29,683 28,003
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5
GENRAD, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 30, 2000 AND JANUARY 1, 2000
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2000 1999
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 8,321 $ 6,951
Accounts receivable, less allowances of $828 and $1,487..... 114,355 81,276
Inventories................................................. 65,551 49,068
Deferred tax assets......................................... 12,781 --
Other current assets........................................ 8,445 8,228
-------- --------
Total current assets.................................... 209,453 145,523
Property and equipment, net................................. 47,620 43,194
Deferred tax assets......................................... 18,410 19,868
Intangible assets, net...................................... 91,497 38,686
Other assets................................................ 2,625 1,368
-------- --------
Total assets................................................ $369,605 $248,639
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable...................................... $ 21,427 $ 21,841
Accrued liabilities......................................... 11,779 5,921
Deferred revenue............................................ 10,185 9,388
Accrued compensation and employee benefits.................. 10,645 6,750
Accrued income taxes........................................ 2,987 3,760
Current portion of long-term debt........................... 48,590 2,353
-------- --------
Total current liabilities............................... 105,613 50,013
LONG-TERM LIABILITIES:
Long-term debt.............................................. 45,050 3,653
Accrued pensions and benefits............................... 8,999 9,175
Lease costs of excess facilities............................ -- 3,922
Deferred revenue............................................ 1,232 1,005
Deferred tax liabilities.................................... 3,412 --
Other long-term liabilities................................. 4,542 4,036
-------- --------
Total long-term liabilities............................. 63,235 21,791
-------- --------
Total liabilities........................................... $168,848 $ 71,804
-------- --------
Commitments (Note 10)
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 60,000 shares authorized;
30,394 and 28,510 issued and outstanding, respectively at
December 30, 2000 and 29,877 and 28,144 issued and
outstanding, respectively at January 1, 2000.............. 30,394 29,877
Additional paid-in capital.................................. 225,738 221,854
Treasury stock, 1,884 and 1,733 shares at December 30, 2000
and January 1, 2000, respectively......................... (31,292) (29,017)
Accumulated deficit......................................... (22,419) (44,066)
Accumulated other comprehensive loss........................ (1,664) (1,813)
Total stockholders' equity.............................. 200,757 176,835
-------- --------
Total liabilities and stockholders' equity.................. $369,605 $248,639
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
6
GENRAD, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
(IN THOUSANDS)
ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE TOTAL
COMMON PAID-IN TREASURY ACCUMULATED INCOME STOCKHOLDERS'
STOCK CAPITAL STOCK DEFICIT (LOSS) EQUITY
-------- ---------- -------- ------------ -------------- -------------
Balance at January 3, 1998.......... $27,349 $172,026 $ -- $(82,492) $ (1,870) $115,013
Net loss............................ -- -- -- (9,068) -- (9,068)
Currency translation adjustment..... -- -- -- -- (984) (984)
--------
Total comprehensive loss........ (10,052)
Stock issued under employee stock
plans............................. 589 6,683 -- -- -- 7,272
Treasury stock purchases............ -- -- (14,958) -- -- (14,958)
Shares issued in connection with
acquisition of ICC................ 1,238 35,358 -- -- -- 36,596
Tax benefit of stock options........ -- 160 -- -- -- 160
------- -------- -------- -------- -------- --------
Balance at January 2, 1999.......... $29,176 $214,227 $(14,958) $(91,560) $ (2,854) $134,031
Net income.......................... -- -- -- 47,494 -- 47,494
Currency translation adjustment..... -- -- -- -- 1,041 1,041
--------
Total comprehensive income...... 48,535
Stock issued under employee stock
plans............................. 587 5,500 4,657 -- -- 10,744
Treasury stock purchases............ -- -- (18,716) -- -- (18,716)
Shares issued in connection with
acquisition....................... 114 1,777 -- -- -- 1,891
Tax benefit of stock options........ -- 350 -- -- -- 350
------- -------- -------- -------- -------- --------
Balance at January 1, 2000.......... $29,877 $221,854 $(29,017) $(44,066) $ (1,813) $176,835
Net income.......................... -- -- -- 21,647 -- 21,647
Currency translation adjustment..... -- -- -- -- 149 149
--------
Total comprehensive income...... 21,796
Stock issued under employee stock
plans............................. 517 2,715 -- -- -- 3,232
Treasury stock purchases............ -- -- (2,275) -- -- (2,275)
Tax benefit of stock options........ -- 1,169 -- -- -- 1,169
------- -------- -------- -------- -------- --------
Balance at December 30, 2000........ $30,394 $225,738 $(31,292) $(22,419) $ (1,664) $200,757
======= ======== ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
7
GENRAD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
(IN THOUSANDS)
2000 1999 1998
-------- -------- --------
OPERATING ACTIVITIES:
Net income (loss)......................................... $21,647 $47,494 $(9,068)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization......................... 25,544 14,928 15,312
Allowances for accounts receivable and inventory...... 8,260 (3,875) 1,520
Stock-based compensation.............................. 551 590 639
(Gain) loss on disposal of property and equipment..... 878 116 (281)
Deferred income tax benefit........................... (11,975) (4,500) (7,500)
Acquired in-process research and development.......... 500 -- 10,097
Restructuring and other non-recurring charges......... 1,291 -- 16,403
Loss from impairment of intangible assets............. -- -- 4,906
Increase (decrease) in operating assets and
liabilities, net of effects of acquisitions:
Accounts receivable............................... (27,691) (17,386) 10,257
Inventory......................................... (17,338) (13,289) (4,120)
Other current assets.............................. 605 (1,159) 1,147
Accounts payable.................................. (2,521) 11,425 (2,951)
Accrued liabilities............................... 3,896 (10,400) (153)
Deferred revenue.................................. 1,262 2,705 1,318
Accrued compensation and employee benefits........ (837) (1,602) (6,260)
Other............................................. (1,327) (1,158) (2,335)
------- ------- -------
Net cash provided by operating activities................. 2,745 23,889 28,931
------- ------- -------
INVESTING ACTIVITIES:
Purchases of property and equipment....................... (18,255) (16,241) (15,157)
Purchase of subsidiaries, net of cash acquired............ (69,729) (490) (4,178)
Development of intangible assets.......................... (4,251) (4,886) (6,645)
------- ------- -------
Net cash used in investing activities................. (92,235) (21,617) (25,980)
------- ------- -------
FINANCING ACTIVITIES:
Proceeds from credit facility, net........................ 87,534 (2,341) (2,433)
Proceeds from employee stock plans........................ 2,681 10,154 6,633
Purchase of treasury stock................................ (2,275) (18,716) (14,958)
------- ------- -------
Net cash provided by (used in) financing activities... 87,940 (10,903) (10,758)
Effects of exchange rates on cash........................... 2,920 2,584 (1,078)
------- ------- -------
Increase (decrease) in cash and equivalents................. 1,370 (6,047) (8,885)
Cash and cash equivalents at beginning of year.............. 6,951 12,998 21,883
------- ------- -------
Cash and cash equivalents at end of year.................... $ 8,321 $ 6,951 $12,998
======= ======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid............................................. $ 7,889 $ 1,181 $ 898
======= ======= =======
Taxation paid............................................. $ 2,137 $ 2,089 $ 1,115
======= ======= =======
8
Cash outlay associated with the Company's acquisitions in 2000 totaled
approximately $69.7 million, net of cash acquired.
Fair value of assets, net of cash acquired, and liabilities assumed upon
acquisition of Autodiagnos and NIS:
Accounts receivable, net.................................... $ 7,350
Inventory, net.............................................. 8,021
Other current assets........................................ 1,045
Property and equipment, net................................. 1,540
Other assets................................................ 323
Trade accounts payable...................................... (2,383)
Accrued liabilities......................................... (994)
Deferred revenue............................................ (55)
Current portion of long-term debt........................... (619)
Accrued compensation and employee benefits.................. (1,111)
Other long-term liabilities................................. (5,624)
-------
Total....................................................... $ 7,493
=======
Stock issued in association with the Company's acquisition of Industrial
Computer Corporation in 1998 totaled approximately $36.6 million.
Fair value of assets, net of cash acquired, and liabilities assumed upon
acquisition of Industrial Computer Corporation:
Accounts receivable, net.................................... $ 2,893
Other current assets........................................ 71
Property and equipment, net................................. 341
Other assets................................................ 83
Trade accounts payable...................................... (498)
Accrued liabilities......................................... (1,272)
Accrued compensation and employee benefits.................. (59)
Accrued income taxes........................................ (139)
Other long-term liabilities................................. (2,370)
-------
Total....................................................... $ (950)
=======
The accompanying notes are an integral part of these consolidated financial
statements.
9
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 1: DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF THE BUSINESS
GenRad, Inc. ("GenRad" or "the Company") is a leading global manufacturing
solutions company. GenRad develops, manufactures and markets advanced
performance-assured technologies. GenRad's primary global markets for OEM and
contract manufacturers include computers, advance telecommunications for
e-commerce and internet services, ad diagnostic systems for the transportation/
automotive industry. The Company operates primarily in the United States,
western Europe and Southeast Asia. GenRad is comprised of four lines of business
bringing to market integrated hardware, software and service solutions that
empower always-on services and un-interruptable business applications: Process
Solutions ("PS"), Functional Solutions ("FS"), Diagnostic Solutions ("DS") and
Support and Services ("SS").
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the GenRad Choice Investment PlanCompany
and a consentits wholly-owned subsidiaries. All intercompany transactions and balances
have been eliminated.
ACCOUNTING ESTIMATES
The preparation of Independent Accountants. Suchthe Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make certain estimates and schedulesassumptions that affect the
reported amounts of assets, liabilities, revenues and expenses at and during the
reporting periods covered by these consolidated financial statements.
Significant estimates in these consolidated financial statements include
restructuring and other unusual charges, allowance for doubtful accounts
receivable, useful lives for depreciation and amortization, net realizable value
of inventories, income taxes and valuation reserves and the determination of
discount and other rate assumptions for pension and post-retirement employee
benefit expenses. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with original
or remaining maturities of three months or less to be cash equivalents.
INVENTORY VALUATION
Inventories include material, labor and overhead and are stated at the lower
of cost (first-in, first-out method) or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets,
generally 3 to 15 years for leasehold improvements, 3 to 8 years for machinery
and equipment and purchased and internal-use software and 5 to 7 years for
service parts. Gains and losses arising from the disposal of property, plant and
equipment are included in earnings. Depreciation expense totaled $12.4 million
in 2000, $9.7 million in 1999 and $10.7 million in 1998.
10
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price over the fair value of
the net assets of acquired entities and is amortized on a straight-line basis
over the period of expected benefit, generally ten years. Goodwill totaled
$50.9 million at December 30, 2000 and $22.3 million at January 1, 2000.
Accumulated amortization on goodwill totaled $7.6 million at December 30, 2000
and $3.3 million at January 1, 2000. Amortization expense totaled $4.3 million
in 2000, $1.9 million in 1999 and $1.4 million in 1998.
The Company capitalizes certain computer software development costs once
technological feasibility is established. Capitalized computer software costs
are amortized over the economic lives of the related products, generally three
years, beginning when the product is available for general release to customers.
Computer software costs capitalized totaled $4.2 million during 2000 and
$4.8 million during 1999. Accumulated amortization totaled $5.8 million at
December 30, 2000 and $2.8 million at January 1, 2000. Amortization expense
totaled $2.9 million in 2000, $0.9 million in 1999 and $1.2 million in 1998.
Intangible assets also includes the cost of developed technology, assembled
workforce, patents and trademarks, tradenames and customer lists which are
amortized on a straight-line basis over their estimated useful lives, generally
three to ten years. These intangible assets totaled $49.2 million at
December 30, 2000 and $16.0 million at January 1, 2000. Accumulated amortization
totaled $10.7 million at December 30, 2000 and $4.8 million at January 1, 2000.
Amortization expense totaled $5.9 million in 2000, $2.4 million in 1999 and
$1.8 million in 1998.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed of" the Company records
impairment losses on long-lived assets to be held and used or to be disposed of
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the asset's carrying
amount.
In accordance with SFAS No. 86, "Accounting for Costs of Computer Software
to be Sold, Leased or Otherwise Marketed" the Company records impairment losses
on capitalized computer software costs when indicators of impairment are present
and the estimated value of the assets is less than the assets' carrying amount.
TREASURY STOCK
Treasury stock is accounted for utilizing the cost method.
REVENUE RECOGNITION
In accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements" revenue from product sales is generally recorded upon
shipment to the customer, provided that no significant vendor obligations remain
and that collection of the related receivable is reasonably assured. The Company
accrues for warranty costs upon shipment. In the event significant post-shipment
obligations and other uncertainties remain, revenue is deferred and recognized
when such obligations are fulfilled by the Company or the uncertainties are
resolved.
Software license revenue is recognized, in accordance with Statement of
Position No. 97-2 ("SOP 97-2"), "Software Revenue Recognition", upon delivery of
the software and completion of a written agreement with the customer, provided
fees are fixed or determinable, and that collection of the related receivable is
deemed reasonably assured. Revenues from consulting and implementation are
recognized as
11
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
services are performed. Service revenue is recognized ratably over applicable
contract periods or as the services are performed.
INCOME TAXES
The Company records income taxes using the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and the tax effect of net operating loss carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. A valuation allowance is provided to offset any net deferred tax
asset if, based upon the available evidence, it is more likely that not that
some or all of the deferred tax assets will not be realized.
CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
The Company performs ongoing credit evaluations of its customers' financial
conditions and generally does not require collateral on accounts receivable. The
Company maintains allowances for credit losses and such losses have been preparedwithin
management's expectations.
At December 30, 2000 and January 1, 2000 one customer accounted for 22% and
16% of consolidated accounts receivable, respectively. During 2000, the same
customer accounted for 20% of consolidated revenues. During 1999 and 1998, the
same customer accounted for 31% and 11%, respectively, of consolidated revenues.
No other customers accounted for greater than 10% of accounts receivable or
revenues in 2000.
FINANCIAL INSTRUMENTS
As part of its overall risk management strategy the Company, from time to
time, enters into forward foreign exchange contracts to hedge certain
intercompany payables and receivables denominated in currencies other than the
functional currency of the entity involved. The terms of the forward contracts
are rarely more than six months. The purpose of the Company's intercompany
foreign currency hedging activities is to protect the Company from the risk that
the eventual net cash inflows and outflows resulting from these transactions
will be adversely affected by changes in exchange rates. Forward contract gains
and losses are recognized in other income (expense) at the end of each reporting
period, with the resulting gain or loss offsetting any foreign exchange gains or
losses on those transactions. The Company does not hold or issue financial
instruments for trading purposes. The recorded amounts of financial instruments,
including cash and cash equivalents, trade accounts receivable, trade accounts
payable, debt and foreign exchange forward contracts approximate their fair
values as of December 30, 2000.
The notional amount of forward exchange contracts outstanding at
December 30, 2000 was $18.4 million.
In 2000, the Company entered into three interest rate swap agreements to
mitigate fluctuations in the variable interest rates related to the credit
facility. These agreements were entered into to replace variable rate payments
with fixed rate payments. The swaps were designated for the first
$22.5 million, second $22.5 million and next $15.0 million of the outstanding
principal of the credit facility with fixed interest rates of 6.99%, 7.0% and
6.93%, respectively. The maturity dates of the agreements match that of the
underlying credit facility which are March 2004. The differential between fixed
and variable rates to be
12
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
paid or received is accrued as interest rates change in accordance with the
agreements and recognized over the life of the agreements as an adjustment to
interest expense.
Upon implementation of SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities" with effect from the first quarter of 2001, changes in the
fair value of the swaps are to be carried in accumulated other comprehensive
income (loss) over the life of the related agreements. On maturity of the
agreements, the appropriate gain or loss from the swaps is to be reclassified
from accumulated other comprehensive income (loss) to the income statement in
other income (expense). In the first quarter of 2001, the Company recorded a
cumulative-effect-type adjustment of $1.0 million to recognize a reduction in
the fair value of its swaps.
STOCK-BASED COMPENSATION
The Company's employee stock compensation plans are accounted for in
accordance with Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees" and related interpretations. Under
this method, no compensation expense is recognized as long as the exercise price
equals the market price of the underlying stock on the date of the grant. The
Company elected the disclosure-only alternative permitted under statement of
Financial Accounting Standards No. 123, ("FAS 123") "Accounting for Stock-Based
Compensation," for fixed stock-based awards to employees.
EARNINGS PER SHARE
Basic earnings per share ("EPS") is calculated by dividing net income by the
weighted average number of shares outstanding during the period. Diluted EPS is
calculated by dividing net income by the weighted average number of shares
outstanding plus the dilutive effect, if any, of outstanding stock options using
the "treasury stock" method. The following table presents the calculation for
both basic and diluted EPS for 2000, 1999 and 1998 (in thousands, except per
share amounts):
2000 1999 1998
------------------------------ ------------------------------ ------------------------------
PER PER PER
SHARE SHARE SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT INCOME SHARES AMOUNT
-------- -------- -------- -------- -------- -------- -------- -------- --------
BASIC:
Income available to common
stockholders................. $21,647 28,205 $0.77 $47,494 28,669 $1.66 $(9,068) 28,003 $(0.32)
Dilutive effect of stock
options...................... -- 526 (0.02) -- 1,014 (0.06) -- -- --
------- ------ ----- ------- ------ ----- ------- ------ ------
DILUTED:
Income available to common
stockholders................. $21,647 28,731 $0.75 $47,494 29,683 $1.60 $(9,068) 28,003 $(0.32)
------- ------ ----- ------- ------ ----- ------- ------ ------
Options to purchase 3.5 million shares of common stock in 2000, 1.6 million
shares in 1999 and 0.9 million shares in 1998 were outstanding but were not
included in the computations of diluted EPS because the price of the options was
greater than the average market price of the common stock for the period
reported. There is no difference between basic and diluted EPS in 1998 since
potential common shares from the exercise of stock options are anti-dilutive.
FOREIGN CURRENCY
The local currency is the functional currency (primary currency in which
business is conducted) for the Company's subsidiaries with the exception of the
Company's Mexican subsidiary whose functional currency is the U.S. dollar. All
balance sheet accounts of foreign subsidiaries are translated at the current
exchange rates and statement of operations items are translated at the average
exchange rates during the year. Resulting translation adjustments are made
directly to a separate component of stockholders' equity (deficit), accumulated
other comprehensive income (loss). The effect of foreign currency transaction
gains and losses is included in other income and expense in the Company's
consolidated statements of operations and was immaterial for all years
presented.
13
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) consists of two components, net income (loss)
and other comprehensive income (loss). Other comprehensive income (loss) refers
to revenue, expenses, gains and losses that under generally accepted accounting
principles are recorded as an element of shareholders' equity but are excluded
from net income. The Company's other comprehensive income (loss) is comprised of
foreign currency translation adjustments from those subsidiaries not using the
U.S. dollar as their functional currency. This adjustment has no income tax
impact to the Company.
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform to the current
year presentation.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments and requires recognition of all
derivatives as assets or liabilities in the statement of financial reporting requirementsposition and
measurement of ERISAthose instruments at fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on the intended use of the derivative and examinedthe resulting
designation. As amended by Statement No. 138, the aforementioned statement is
effective for fiscal years beginning after June 15, 2000. The Company adopted
SFAS 133 in the first quarter of 2001 and has recorded an independent accountantaccumulated effect
type adjustment of $1.0 million. The adjustment was booked to other
comprehensive income (loss) to recognize a reduction in the fair value of its
swaps.
NOTE 2: ACQUISITIONS
ACQUISITION OF AUTODIAGNOS AB
On April 12, 2000, the Company acquired substantially all of the outstanding
capital stock of Autodiagnos AB ("Autodiagnos"). Autodiagnos is an automotive
aftermarket diagnostic software and equipment vendor based in Stockholm, Sweden.
It also maintains sales offices in England, the Netherlands, Germany and the
United States.
Consideration paid for Autodiagnos totaled $26.7 million in cash. Direct
costs related to the acquisition totaled $1.3 million, consisting primarily of
legal and accounting fees. The consideration paid was funded through the
Company's credit facility. The transaction was accounted for as a purchase, and
accordingly the purchase price was allocated to the assets and liabilities
assumed based on their respective fair values. Identified intangible assets are
being amortized on a full scope basis.
Full titlestraight-line basis over a period of 4 to 10 years.
Goodwill is being amortized on a straight-line basis over a period of 10 years.
The results of Autodiagnos are included in the consolidated financial statements
beginning from the date of purchase.
14
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The purchase price was allocated to the tangible and intangible assets of
Autodiagnos as follows (in thousands):
Goodwill.................................................... $17,058
Developed technology........................................ 6,570
Assembled workforce......................................... 594
Patents and trademarks...................................... 1,686
Customer list............................................... 4,833
Assets, primarily accounts receivable, inventory and
property and equipment.................................... 3,239
Liabilities assumed......................................... (6,019)
-------
Total....................................................... $27,961
=======
ACQUISITION OF NICOLET IMAGING SYSTEMS AND SIERRA RESEARCH TECHNOLOGY
On March 24, 2000, the Company acquired substantially all the assets of
Nicolet Imaging Systems and the outstanding capital stock of Sierra Research
Technology (collectively "NIS") located in San Diego, California and Westford,
Massachusetts, respectively. The NIS business consists of two additional product
suites for the Company, X-ray inspection technologies and repair/re-work
equipment.
Consideration paid for NIS totaled $40.0 million in cash. Direct costs
related to the acquisition totaled $0.5 million, primarily consisting of legal
and accounting fees. The consideration paid was funded through the Company's
credit facility. The transaction was accounted for as a purchase, and
accordingly the purchase price was allocated to the assets and liabilities
assumed based on their respective fair values. Identified intangible assets are
being amortized on a straight-line basis over a period of 5 to 7 years. Goodwill
is being amortized on a straight-line basis over a period of 10 years. The
results of NIS are included in the consolidated financial statements beginning
from the date of purchase.
The purchase price was allocated to the tangible and intangible assets of
NIS as follows (in thousands):
Goodwill.................................................... $10,202
Developed technology........................................ 4,500
Assembled workforce......................................... 2,550
Patents and trademarks...................................... 6,400
Customer list............................................... 5,900
Acquired in-process research and development................ 500
Assets, primarily accounts receivable and inventory......... 13,645
Liabilities assumed......................................... (3,207)
-------
Total....................................................... $40,490
=======
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information presents the
combined results of operations of GenRad, NIS and Autodiagnos as if the
acquisitions had occurred at the beginning of fiscal 2000 and 1999,
respectively, after giving effect to the amortization of goodwill and other
intangible assets but excluding the effects of the plancharge for acquired
in-process research and development. The per share impact of the acquired
in-process research and development charge totals $(0.01) and (0.02) for 2000
and 1999, respectively. This unaudited pro forma financial information is
presented for illustrative purposes
15
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
only and is not necessarily indicative of the results of operations that
actually would have been realized had the Company, NIS and Autodiagnos been a
combined company during the specified periods. Additionally, they are not
necessarily indicative of the results of future combined operations (in
thousands):
2000 1999
-------- --------
Revenues.................................................... $347,344 $337,302
Net income.................................................. 19,761 41,505
Net income per share:
Basic..................................................... 0.70 1.45
Diluted................................................... 0.69 1.40
ACQUISITION OF MANUFACTURING EXECUTION SYSTEMS
On April 9, 1998, GenRad acquired certain assets of the Manufacturing
Execution Systems ("MES") business of Valstar Systems Limited ("Valstar")
located in Aberdeen, Scotland. Valstar's MES component provides integration
services and support and distribution in Europe for ICC's Shop Floor Data
Manager Software.
Total consideration paid for Valstar's MES business was $3.2 million in
cash, including acquisition costs, funded through internally generated funds. As
part of the acquisition, the Company entered into a two-year consulting and
services agreement with Valstar that includes securing certain Valstar personnel
and other resources to transition the business to GenRad. Of the $3.0 million
purchase price, $2.0 million was paid on April 9, 1998 and $1.0 million was
released from escrow on October 7, 1998 as certain contingencies were achieved.
Direct costs of the acquisition totaled approximately $0.2 million and consisted
primarily of legal and accounting fees.
The transaction was accounted for as a purchase, and accordingly, the
purchase price was allocated to the intangible assets acquired based on their
respective fair values. The purchase price was allocated to the intangible
assets of Valstar's MES business as follows (in thousands):
Goodwill.................................................... $2,100
Customer lists.............................................. 900
Employment contracts........................................ 200
------
$3,200
======
ACQUISITION OF INDUSTRIAL COMPUTER CORPORATION
On April 7, 1998, GenRad acquired all of the then outstanding common shares
of Industrial Computer Corporation ("ICC"), a software company providing
real-time manufacturing execution systems to electronics manufacturers. ICC was
established in 1980 and is located in Atlanta, Georgia. The transaction was
accounted for as a purchase, and accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed based on their respective fair
values. In connection with the acquisition of ICC, 1,237,917 shares of GenRad's
common stock were issued for all of the then outstanding shares of ICC in a
tax-free reorganization. The total consideration for the acquisition of ICC
totaled approximately $36.6 million. Direct costs of the acquisition totaled
approximately $1.6 million and consisted primarily of legal fees, accounting
fees and broker fees. The results of ICC are included in the 1998 financial
statements beginning from the date of purchase.
16
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The purchase price was allocated to the tangible and intangible assets of
ICC as follows (in thousands):
Acquired in-process research and development................ $ 8,420
Goodwill.................................................... 16,982
Developed technology........................................ 11,370
Assembled workforce......................................... 1,280
Tradename................................................... 408
Assets, primarily accounts receivable and property and
equipment................................................. 3,954
Liabilities assumed......................................... (4,215)
-------
Total....................................................... $38,199
=======
The valuation of acquired in-process research and development was based on
management's projections of the after tax net cash flows attributable to the
acquired in-process research and development. Specifically, the valuation
considers the following: (i) a fair market value premise; (ii) comprehensive due
diligence concerning all potential intangible assets including trademarks and
tradenames, patents, copyrights, non-compete agreements, assembled workforce and
customer relationships and sales channel relationships; (iii) the value
contribution of core technology to the acquired in-process technology, with a
view toward ensuring the relative allocations to core technology and acquired
in-process research and development were consistent with the relative
contributions of each to the final product; and (iv) the calculation used to
determine the value allocated to acquired in-process research and development
considered only the efforts completed as of the transaction date and only the
cash flow associated with the product development efforts in-process at the
acquisition date. The charge for acquired in-process research and development
relates to one development project in process at the date of the acquisition
that had not reached technological feasibility, had no alternative future use,
and for which ultimate successful development was uncertain. The conclusion that
the development efforts in-process, or any material sub-component, had no
alternative future use was reached in consultation with engineering personnel
from ICC as well as the Company's valuation advisors.
The in-process project consists of the development of ICC's existing UNIX
based product using an object oriented design and standard programming language
which will provide users of the product the ability to use ICC's Shop Floor Data
Manager ("SFDM") product on varied operating platforms. The primary project
tasks open at the time of acquisition included completion of the design of
certain modules, or objects, which will house the program code, completion of
program code written in the new language and preliminary quality assurance and
testing of the product. At the time of acquisition, additional development
remained on all tasks (management estimated that the project was approximately
69% complete) and costs to complete were estimated to total approximately
$928,000. At the time of the acquisition, management believed that the product
being developed would become available for sale late in 1999.
Significant assumptions used to determine the value of the acquired
in-process research and development included several factors. The first was a
forecast of net cash flows that were expected to result from the in-process
development effort using projections prepared by ICC management, portions of
which (1998 and 1999) were provided to GenRad's Board of Directors. Net cash
flow projections included projected revenue growth and trends in profit margins
and selling, general and administrative expense that were consistent with recent
historical trends prior to the acquisition. Second, a percentage complete of 69%
for the project estimated by considering the costs invested to date relative to
the expected total cost of the development effort, supported by the amount of
technological progress completed as of the transaction
17
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
date relative to the overall technological achievements required to achieve the
intended functionality of the eventual product. The technological issues were
addressed primarily by engineering representatives from ICC along with the
Company's independent valuation advisors. Third, a 24% discount rate, which
represents a rate equivalent to that which would be employed in a fair value
analysis, i.e., one that considers all cash flows associated with the project
and resulting product, and therefore represents a blended rate of all the risks
associated with the product. Lastly, a core technology charge reflected as one
third of after tax net income related to the in-process project was utilized.
This rate represents an amount that the Company would be required to pay in
royalties assuming it had licensed the products expected to be derived from the
acquired in-process development efforts.
As of January 1, 2000, the technological feasibility of the project had been
reached with the development effort on-going. No significant departures from the
assumptions included in the valuation have occurred. SFDM v4.7.0 development was
completed and made available for sale in November 2000 and the addressCompany is now
benefiting from the acquired in-process research and development.
UNAUDITED PRO FORMA INFORMATION
The following unaudited pro forma financial information presents the
combined results of operations of GenRad and ICC as if the acquisition had
occurred at the beginning of 1998 after giving effect to the amortization of
goodwill and other intangible assets but excluding the effects of the plan, if different from thatcharge for
acquired in-process research and development. The per share impact of the
issuer named below:
GenRad Choice Investment Plan
Name of issueracquired in-process research and development charge totals $(0.30) per share for
1998. This unaudited pro forma financial information is presented for
illustrative purposes only and is not necessarily indicative of the securities held pursuantresults of
operations that actually would have been realized had the Company and ICC been a
combined company during the specified period. Additionally, they are not
indicative of the results of future combined operations (in thousands).
1998
--------
Revenues.................................................... $227,637
Net loss.................................................... (1,634)
Net loss per share:
Basic..................................................... (0.06)
Diluted................................................... (0.06)
18
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 3: RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES (BENEFITS)
During the second quarter of 2000, the Company implemented a reorganization
plan in connection with the election of Robert M. Dutkowsky as Chairman,
President and Chief Executive Officer. As a result, the employment of certain
members of management, including the then current Chief Executive Officer, was
terminated. A charge of $4.1 million for severance costs was recorded during the
second quarter. As of December 30, 2000 the remaining balance was $0.1 million.
During the first quarter of 2000, the Company implemented a restructuring
plan involving closure of the Company's Portland, Oregon office and a management
restructuring of the DS segment in the Manchester, UK facility. The plan
resulted in a workforce reduction of approximately 25 employees, mainly
consisting of engineering, marketing and training functions. In accordance with
EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity" the Company recorded a restructuring charge
during the first quarter of 2000 of $1.0 million, which included severance costs
of $0.7 million and facility closure costs of $0.3 million. As of December 30,
2000 the remaining reserve balance was $0.1 million. Additionally, during the
first quarter of 2000, the Company completed the extension of a sublease entered
into at a facility in Maidenhead, England to include the Company's remaining
lease obligation through 2013. As a result of this extension, the Company
reversed a charge recorded in a prior fiscal year for excess facility reserves.
This restructuring charge included accruals related to the planlease costs of the
facility. The sublet of the facility resulted in the reversal of the remaining
$3.5 million of the 1993 restructuring accrual.
During the second and third quarters of 1998, the Company restructured its
operations, which resulted in a workforce reduction of approximately 230
manufacturing and general and administrative employees or 15% of the Company's
workforce. In accordance with EITF 94-3, the Company recorded a charge for
restructuring totaling approximately $6.8 million, including $5.2 million for
severance costs and post-employment benefits, $1.0 million for write-offs of
certain fixed assets which were no longer to be utilized and $0.6 million for
the termination fees of certain equipment and real estate leases. Additionally,
the Company ceased its manufacturing operations at its Manchester, UK facility.
Inventory related to the manufacture of certain ADS products and the addresscessation
of ADS' contract manufacturing business totaling $3.5 million was charged to
cost of products sold. In addition, restructuring charges totaling approximately
$0.5 million were recorded related to a workforce reduction of approximately 20
manufacturing people and certain fixed assets which were no longer to be
utilized.
During the third quarter of 1998, the Company completed an in depth analysis
of the hardware portion of the Vision product line resulting in a decision to
exit this business. Exiting the Vision hardware product line resulted in charges
totaling $2.8 million. These charges related to fixed assets which no longer
were to be utilized and were disposed of in 1998 and certain excess inventory,
inventory purchase commitments and prepaid royalties. Of the total of
$2.8 million, $1.4 million is recorded in costs of products sold and
$1.4 million is recorded as restructuring charges in the accompanying
consolidated financial statements.
Through December 30, 2000, payments and adjustments made against the 1998
restructuring reserves totaled $8.7 million with a remaining balance of
$0.1 million as of December 30, 2000.
19
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
ASSET IMPAIRMENT LOSS
In 1996, the Company purchased TTA and Testware. These companies provide
custom test programming, test fixture integration and other value-added services
to manufacturers and users of electronic products. Additionally, GenRad acquired
certain assets of Field Oriented Engineering, AG in 1996, consisting primarily
of the software program known as TRACS III, which is sold to electronic
manufacturing systems customers. The excess purchase price over the net assets
acquired for these acquisitions was recorded as long-term intangibles, primarily
goodwill.
The financial performance of these entities was less than anticipated and
negatively impacted by the decline in the in-circuit test market. Due to these
factors as well as certain management changes during the second quarter of 1998,
the Company prepared revised projections of future operating cash flows relating
to these businesses, which indicated that the businesses would not generate
sufficient operating cash flows to realize the carrying value of the intangible
assets. This analysis resulted in a $4.9 million impairment loss, representing
the net book value of goodwill, which was recorded during the second quarter of
1998 and is included in the accompanying consolidated financial statements.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT
During the first quarter of 2000, the Company acquired the rights to certain
X-ray technologies as part of its principal executive offices:purchase of NIS for which technological
feasibility had not been established and no alternative future uses were
identified. Consequently, a portion of the purchase price relating to acquired
in-process research and development was expensed at the time of the acquisition.
The total of $0.5 million is included as acquired in-process research and
development in the accompanying consolidated statements.
During the third quarter of 1998, the Company acquired the rights to certain
diagnostic software for which technological feasibility had not been
established. The Company uses acquired technology in the development and
diagnosis of increasingly complex mechatronic systems, particularly in vehicle
systems. At the time of the acquisition, the acquired technology had not yet
reached technological feasibility, had no alternative future uses and,
accordingly, the entire purchase price was expensed. The total of $1.7 million
is included in acquired in-process research and development in the accompanying
consolidated financial statements.
ARBITRATION SETTLEMENT
On May 27, 1998, William E. Gaines, William E. Masskaker, Frank B. Wingate
and Heritage Investment Limited Partnership ("the plaintiffs") filed a Demand
for Arbitration ("the Demand") with the American Arbitration Association in
Boston (No. 11 168 00247 98) against the Company, James F. Lyons and Paul
Pronsky, Jr. The claims arise out of the acquisition of Industrial Computer
Corporation ("ICC") by GenRad. The plaintiffs sought damages totaling
$13.6 million, plus costs and attorneys' fees. On June 18, 1998, the Company
filed a response to the Demand and on August 21, 1998, the Company filed an
amended response and counter-claims, which arose from the acquisition of ICC and
sought unspecified damages.
On April 7, 1999, the parties agreed to settle all claims arising from the
acquisition of ICC. In connection with the settlement, the Company paid
$7.0 million, net of insurance proceeds, of $4.0 million. In 1998 the Company
recorded a charge to operations totaling $7.7 million representing the cost of
the settlement plus costs and attorney fees.
20
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 4: DETAILS OF FINANCIAL STATEMENT BALANCES (IN THOUSANDS)
2000 1999
-------- --------
INVENTORIES:
Raw materials............................................. $22,704 $13,247
Work in process........................................... 31,378 17,891
Finished goods............................................ 11,469 17,930
------- -------
$65,551 $49,068
======= =======
OTHER CURRENT ASSETS:
Prepaid expenses.......................................... $ 4,804 $ 4,957
Other current assets...................................... 3,641 3,271
------- -------
$ 8,445 $ 8,228
======= =======
PROPERTY AND EQUIPMENT:
Leasehold improvements.................................... $14,376 $13,738
Machinery and equipment................................... 69,408 58,748
Service parts............................................. 17,381 12,459
------- -------
101,165 84,945
Accumulated depreciation.................................. (53,545) (41,751)
------- -------
$47,620 $43,194
======= =======
INTANGIBLE ASSETS:
Goodwill.................................................. $50,932 $22,311
Capitalized and purchased computer software............... 15,486 11,244
Developed technology...................................... 22,510 11,370
Assembled workforce....................................... 4,741 1,444
Other intangible assets................................... 21,946 3,182
------- -------
115,615 49,551
Accumulated amortization.................................. (24,118) (10,865)
------- -------
$91,497 $38,686
======= =======
ACCRUED PENSION AND BENEFITS:
Accrued U.S. pension...................................... $ 1,634 $ 1,795
Accrued foreign pension................................... 4,420 4,526
Accrued postretirement benefit............................ 2,945 2,854
------- -------
$ 8,999 $ 9,175
======= =======
NOTE 5: INDEBTEDNESS
CREDIT FACILITY
In March 2000, the Company re-negotiated its existing $50.0 million credit
facility, increasing the total borrowings available to $125.0 million (the "new
line"). The new line is supported by a syndicated group of banks and provides
for up to $75.0 million to be utilized for acquisitions and $50.0 million to be
used for
21
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
general working capital purposes. The new line requires the Company to maintain
certain leverage, operating cash flow and operating income covenants as well as
non-financial operating covenants, as defined, and expires in March 2004. The
new line is collaterized by substantially all of the Company's assets. Certain
borrowings on the new line, primarily related to acquisitions are payable
quarterly, while the remaining borrowings on the new line are payable on demand.
The new line bears interest at the lesser of the banks' prime rate plus 1.0% or
LIBOR plus 2.0%, as determined from time to time by the banks. The interest
rates on the new line at December 30, 2000, ranged from 8.66% to 10.5%. Under
the terms of the new line, the Company is required to pay a commitment fee on
the unused portion of the new line of 0.75% of the total unused portion of the
line dependent on the Company's operating performance. At December 30, 2000,
borrowings outstanding under the line totaled $93.5 million, of which
$63.8 million was related to acquisitions and $29.7 million related to general
working capital.
The new line requires the Company to maintain certain financial ratios. As
of December 30, 2000, the Company was in compliance with these financial
covenants (as amended). Given the downturn in the economy the Company
anticipates a loss in the first quarter of 2001, which may violate the financial
covenants attached to the new line. The Company is currently in discussion with
its bankers to renegotiate the financial covenants on the new line and these
discussions are on-going.
On June 26, 1997, the Company entered into a five-year term loan totaling
approximately $12.0 million. Proceeds were used primarily for the purchase of
furniture and fixtures for the Company's corporate headquarters and
manufacturing facilities in Westford, Massachusetts. In March 2000, the Company
consolidated this term loan into our new line.
The future minimum commitments as of December 30, 2000 for long-term debt
are as follows (in thousands):
TOTAL
--------
2001........................................................ $48,590
2002........................................................ 20,050
2003........................................................ 20,000
2004........................................................ 5,000
-------
Gross commitment............................................ $93,640
=======
Interest paid amounted to $7.9 million in 2000, $1.2 million in 1999 and
$0.9 million in 1998.
NOTE 6: TREASURY STOCK
During 1998, the Company commenced a stock repurchase program whereby the
Company will purchase, in the open market, shares of its stock. During 2000, an
additional 2,500,000 shares were authorized to be repurchased, increasing the
total shares authorized to 5,000,000. The Company intends to buy back its stock
at times when its market value presents opportunities to do so, and depending on
the Company's other cash requirements. The Company's stock repurchase plan is
intended as a means to partially mitigate the dilutive impact of stock options.
The Plan has been funded entirely through operating cash flow, however, the
Company may, if it considers it prudent, utilize its available credit facilities
in connection with its stock repurchase program. Through 2000 and 1999, the
Company utilized $36.0 million and $33.7 million, cumulatively, to repurchase
2,195,600 and 2,044,600 shares, respectively, of its common stock. Through 2000
and 1999, the Company had reissued 312,000 shares of treasury stock repurchased.
22
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 7: STOCK PLANS
STOCK OPTION AND RESTRICTED STOCK AWARD PLANS
The Company has three stock option plans: a 1991 plan for employees (as
amended), (the "1991 Plan"), a 1991 non-employee director plan (as amended),
(the "1991 Directors Plan") and a 1997 plan for employees excluding directors
and officers (as amended), (the "1997 Plan"). Shares authorized for issuance
under the 1991 Plan, 1991 Directors Plan and the 1997 Plan are 9,750,000,
250,000 and 4,500,000 respectively.
Options under the 1991 Plan generally become vested over a three-year
period, have a maximum term of ten years and can either be non-qualified stock
options or incentive stock options. Options under the 1991 Directors Plan
generally become vested upon issuance, have a maximum term of five years and are
non-qualified stock options. Options under the 1997 Plan generally become vested
over a three or four-year period, have a maximum term of ten years and are
non-qualified stock options.
Certain stock options issued under the 1991 Plan were granted in 1997 with
an exercise price below the fair market value of the underlying stock. This
resulted in the Company recording compensation expense, which is being
recognized on a straight line basis over the vesting period. Compensation
expense related to these grants totaled $0.2 million in 2000, $0.3 million in
1999 and $0.4 million in 1998.
Stock option activity is summarized below (in thousands, except per share
amounts):
2000 1999 1998
------------------------- ------------------------- -------------------------
WEIGHTED WEIGHTED WEIGHTED
TOTAL AVERAGE TOTAL AVERAGE TOTAL AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
-------- -------------- -------- -------------- -------- --------------
OPTIONS:
Outstanding at beginning of year..... 5,804 $16.38 6,238 $15.53 5,043 $12.88
Granted.............................. 3,286 8.36 859 19.98 2,251 21.16
Exercised............................ (382) 4.31 (781) 11.24 (487) 10.98
Cancelled............................ (1,383) 18.57 (512) 21.37 (569) 18.24
------ ------ ----- ------ ----- ------
Outstanding at end of year........... 7,325 $12.81 5,804 $16.38 6,238 $15.53
====== ===== =====
Options exercisable.................. 3,352 2,888 2,325
====== ===== =====
Options available for future grant... 2,915 973 885
====== ===== =====
23
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The following table summarizes information about the Company's stock options
outstanding at December 30, 2000 (in thousands, except per share amounts):
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------- -------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
CONTRACTUAL EXERCISE EXERCISE
RANGE OF EXERCISE PRICES NUMBER LIFE (YEARS) PRICE NUMBER PRICE
- ------------------------ -------- ------------ -------- -------- --------
$ 1.08 -- $ 7.63..................................... 848 7.0 $6.70 838 $6.69
$ 7.69 -- $10.63..................................... 2,969 9.0 8.18 373 8.39
$11.25 -- $14.50..................................... 380 6.1 13.19 292 13.39
$14.75 -- $18.38..................................... 1,980 7.2 16.75 1,245 16.68
$18.81 -- $25.00..................................... 668 7.0 19.89 380 20.14
$26.31 -- $27.25..................................... 54 5.5 27.00 36 26.94
$28.94 -- $30.00..................................... 426 7.4 29.19 188 29.08
----- -----
7,325 3,352
===== =====
EMPLOYEE STOCK PURCHASE PLAN
Under the Company's Employee Stock Purchase Plan (the "ESPP"), eligible
employees may invest up to 10% of their base salary in shares of the Company's
common stock. The purchase price of the shares is 85% of the fair market value
of the stock on the offering commencement date or the offering termination date
(typically three months after commencement date), whichever is lower. At
December 30, 2000, there were 2,462,000 shares authorized under the ESPP. During
2000, 1999 and 1998, the Company issued approximately 120,000, 84,000 and 85,000
shares under the ESPP at a weighted-average exercise price of $8.62, $12.22 and
$15.28, respectively. At December 30, 2000, there were 1,584,000 shares
available for future issuance.
STOCK BASED COMPENSATION
Had compensation cost been determined based on the fair value of the options
at the grant dates for awards in 2000, 1999 and 1998 on a basis consistent with
the provisions of SFAS No. 123, the Company's net income (loss) and earnings
(loss) per share on a fully diluted basis would have been the pro forma amounts
indicated below (in thousands, except per share amounts):
2000 1999 1998
-------- -------- --------
Net income (loss)-as reported............................. $21,647 $47,494 $(9,068)
Net income (loss)-pro forma............................... 8,415 35,558 (19,747)
Basic earnings (loss) per share-as reported............... 0.77 1.66 (0.32)
Diluted earnings (loss) per share-as reported............. 0.75 1.60 (0.32)
Basic earnings (loss) per share-pro forma................. 0.30 1.24 (0.71)
Diluted earnings (loss) per share-pro forma............... 0.29 1.20 (0.71)
The fair value of options at date of grant was estimated using the
Black-Scholes option pricing model with the following weighted average
assumptions:
2000 1999 1998
-------- -------- --------
Expected life (years)....................................... 6.0 6.0 6.0
Risk-free interest rate..................................... 6.1% 5.7% 5.5%
Volatility.................................................. 60.0% 55.0% 60.0%
Dividend yield.............................................. 0% 0% 0%
The fair value of options granted under the Company's plans in 2000, 1999
and 1998 was $5.47, $10.08 and $12.62, respectively.
24
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
DIRECTOR RESTRICTED STOCK PLAN
In 1994, the Company adopted the 1994 Director Restricted Stock Plan (as
amended), (the "1994 Plan") which contains provisions for restricted stock
awards. Up to 100,000 shares of the Company's common stock may be issued under
the 1994 Plan. On August 31 of each year each eligible director is granted a
restricted stock award of 2,500 shares of the Company's common stock for no
consideration. The awards are subject to certain restrictions that generally
prohibit the transfer of any shares except upon the director's death or
disability, upon the director's resignation with the consent of the Board of
Directors, upon a change in control of the Company as defined under the 1994
Plan, or prior to the third anniversary of the award with certain restrictions
remaining through the fifth anniversary. During 2000, 1999 and 1998, the Company
granted restricted stock awards for 15,000, 15,000 and 17,500 shares,
respectively. Compensation expense related to these awards totaled $0.3 million
in 2000, $0.3 million in 1999 and $0.2 million in 1998. At December 30, 2000
there were 6,500 shares available for future issuance.
NOTE 8: INCOME TAXES
The components of income (loss) before income taxes consist of the following
(in thousands):
2000 1999 1998
-------- -------- --------
Domestic........................................ $15,708 $39,916 $ (72)
Foreign......................................... (4,598) 7,855 (15,527)
------- ------- --------
$11,110 $47,771 $(15,599)
======= ======= ========
The provision (benefit) for income taxes consists of the following (in
thousands):
2000 1999 1998
------------------- ------------------- -------------------
CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED
-------- -------- -------- -------- -------- --------
Federal......................................... $ 355 $ 3,922 $2,207 $12,302 $319 $ 1,835
Foreign......................................... 639 (1,358) 1,429 -- 250 --
State........................................... 444 -- 1,141 -- 400 --
Change in deferred tax allowance................ -- (14,539) -- (16,802) -- (9,335)
------ -------- ------ ------- ---- -------
$1,438 $(11,975) $4,777 $(4,500) $969 $(7,500)
====== ======== ====== ======= ==== =======
A reconciliation of tax on income at the federal statutory rate to the
recorded income tax (benefit) provision is presented below (in thousands):
2000 1999 1998
-------- -------- --------
Tax provision at statutory rate............................. $ 3,889 $ 16,720 $(5,460)
State income taxes less related federal income tax
benefits.................................................. 288 741 261
U.S. tax credits............................................ (955) -- --
Tax benefit of Extraterritorial Income Scheme............... (530) -- --
Realization of deferred tax assets.......................... (14,539) (16,802) (9,335)
Non-deductible amortization of intangibles and other
costs..................................................... 1,419 938 7,753
Foreign earnings taxed at different rates................... (109) (1,320) 250
-------- -------- -------
Income tax (benefit) provision.............................. $(10,537) $ 277 $(6,531)
======== ======== =======
25
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The temporary differences and carryforwards that gave rise to the
significant deferred tax assets and liabilities as of December 30, 2000 and
January 1, 2000 were as follows (in thousands):
2000 1999
-------- --------
DEFERRED TAX ASSETS:
Domestic net operating losses......................... $ 26,172 $ 31,321
Research and development tax credits.................. 834 2,514
Alternative minimum tax credit........................ 1,901 1,412
Foreign net operating losses not yet benefited........ 3,590 2,391
Inventory valuation reserves.......................... 3,342 1,413
Retirement benefit accruals........................... 1,786 1,860
Restructuring reserves, severance and lease costs of
unused facilities................................... 194 1,843
Other reserves........................................ 2,493 1,976
-------- --------
Total deferred tax assets............................... 40,312 44,730
Valuation allowance..................................... (2,391) (20,142)
-------- --------
Net deferred tax assets................................. 37,921 24,588
DEFERRED TAX LIABILITIES:
Depreciation.......................................... (1,957) (1,331)
Other................................................. (8,185) (3,389)
-------- --------
Total deferred tax liabilities.......................... (10,142) (4,720)
-------- --------
Total deferred tax assets............................... $ 27,779 $ 19,868
======== ========
Deferred income taxes are provided to reflect the future tax consequences of
differences between the book and the tax basis of assets and liabilities. At
December 30, 2000 and January 1, 2000, the Company had a net deferred tax asset
of $30.2 million and $40.0 million, before valuation allowance, respectively. At
December 30, 2000, $0.7 million of the Company's deferred tax asset was
applicable to net operating losses generated by the disqualified disposition of
stock options. When realized, the related tax benefit will be credited to
additional paid-in capital.
The Company's net deferred tax asset consists primarily of the future tax
benefits from domestic net operating loss carryforwards and other tax credits.
Realization of the net deferred tax asset and future adjustments of the
valuation allowance depend on the Company's ability to generate taxable income
during the respective carryforward periods. Under SFAS No. 109, "Accounting for
Income Taxes" the Company is required to recognize all or a portion of its net
deferred tax asset if it is believed that it is more likely than not that all or
a portion of the benefits of the carryforward losses and tax credits will be
realized. In establishing the valuation reserve, management considers positive
factors, including positive earnings in recent years, and negative factors
including the tax basis losses incurred for eleven consecutive years through
1995, the scheduled expiration of certain tax credit and net operating loss
carryovers, the competitive nature of the industry in which the Company sells
its products and services, and uncertainties relating to the tax jurisdiction in
which income will be generated. Based on all of these factors, primarily the
positive taxable income in 1999, 1998 and 1997, the Company reduced
$14.5 million, $16.8 million and $9.3 million of the valuation allowance during
2000, 1999 and 1998, respectively.
26
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
It has been the practice of the Company to reinvest unremitted earnings of
foreign subsidiaries outside the United States. Accordingly, the Company does
not provide for federal income taxes that would result from the remittance of
such earnings.
At December 30, 2000 the Company had, for tax purposes, domestic and foreign
unused net operating loss carryforwards of $74.8 million and $11.6 million,
respectively. Domestic net operating loss carryforwards are available to offset
future income and will begin expiring in 2003 through 2010. In the case of
foreign net operating loss carryforwards, generally in the United Kingdom, such
amounts are available to offset future income indefinitely provided there are no
substantial changes in the manner in which the Company does business in foreign
countries. The Tax Reform Act of 1986 contains provisions that limit the net
operating loss carryforwards available to be used in any given year upon the
occurrence of certain events, including significant changes in ownership
interests.
For tax purposes, the Company has $834,000 of research credit carryforwards
at December 30, 2000, which will expire beginning in 2012.
Net taxes paid were $2.1 million in 2000, $2.1 million in 1999 and
$1.1 million in 1998.
NOTE 9: RETIREMENT BENEFITS
U.S. PENSION PLAN
The Company maintains a noncontributory defined benefit pension plan which
covered substantially all domestic employees. On January 31, 1995, the Company
ceased all benefit accruals under this plan as part of redesigning the Company's
employee benefit plans. The Company's funding policy is to contribute amounts to
the Plan sufficient to meet the minimum funding requirements set forth in the
Employee Retirement Income Security Act of 1974, plus such additional amounts as
the Company determined to be appropriate from time to time.
In December 1999, the Company utilized plan assets to purchase
non-participating group annuity contracts for a group of participants
representing approximately two-thirds of the remaining plan liability. The
purchase resulted in a gain of $1.2 million in the fourth quarter of 1999
utilizing a 7.5% discount rate, which is included in selling, general and
administrative expenses in 1999.
27
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The following tables provide a reconciliation of the changes in the plan's
benefit obligations and fair value of assets for 2000 and 1999 and a statement
of the funded status as of December 30, 2000 and January 1, 2000 (in thousands).
2000 1999
-------- --------
BENEFIT OBLIGATION:
Obligation at beginning of year........................... $11,622 $33,035
Interest cost............................................. 816 2,105
Actuarial (gain) loss..................................... 16 (2,664)
Benefit payments.......................................... (1,191) (1,914)
Settlements............................................... -- (18,940)
------- -------
Obligation at end of year................................. $11,263 $11,622
======= =======
FAIR VALUE OF PLAN ASSETS:
Fair value of plan assets at beginning of year............ $ 9,864 $30,169
Actual return on plan assets.............................. 2,622 549
Benefit payments.......................................... (1,191) (1,914)
Settlements............................................... -- (18,940)
------- -------
Fair value of plan assets at end of year.................. $11,295 $ 9,864
======= =======
FUNDED STATUS:
Funded status at end of year.............................. $ 32 $(1,758)
Unrecognized transition asset............................. (422) (528)
Unrecognized (gain) loss.................................. (1,244) 491
------- -------
Accrued benefit liability................................. $(1,634) $(1,795)
======= =======
The following table provides the components of net periodic pension benefit
cost for the plan for 2000, 1999 and 1998 (in thousands):
2000 1999 1998
-------- -------- --------
Interest cost....................................... $ 816 $ 2,105 $2,088
Expected return on plan assets...................... (871) (2,623) (2,179)
Amortization of transition asset.................... (106) (277) (277)
Net periodic pension benefit cost................... (161) (795) (368)
Settlement loss..................................... -- (1,223) (76)
----- ------- ------
Net periodic benefit cost........................... $(161) $(2,018) $ (444)
===== ======= ======
The discount rate used in determining the actuarial present value of the
projected benefit obligation was 7.25% and 7.5% at December 30, 2000 and
January 1, 2000, respectively. There was no rate increase in future compensation
levels to determine the actuarial present value of the projected benefit
obligation at January 1, 2000 and January 2, 1999, as the Company ceased all
benefit accruals on January 31, 1995. The expected long-term rate of return on
plan assets was 9.0% in 2000, 9.0% in 1999 and 8.0% in 1998. No contributions
were required from the Company for 2000, 1999 or 1998.
DEFINED CONTRIBUTION PLAN
The Company also sponsors a defined contribution plan. The plan covers
employees who work at least 1,000 hours per year and provides for contributions
by the employee between 1% and 15% of an
28
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
employee's salary, which is capped by the maximum amount permitted by the
Internal Revenue Code. Through July 1, 1998, the Company had matched 50% of the
first 6% of an employee's contributions. Commencing on July 1, 1998, the Company
increased its match to 50% of the first 10% of an employee's contributions.
Pension expense recognized for the defined contribution plan totaled
$2.0 million in 2000, $1.8 million in 1999 and $1.5 million in 1998.
NON-U.S. PLANS
The Company has a defined benefit pension plan for one of its subsidiaries
outside the U.S.
The following tables provide a reconciliation of the changes in the plan's
benefit obligations and fair value of assets for 2000 and 1999, and a statement
of the funded status as of December 30, 2000 and January 1, 2000 (in thousands).
2000 1999
-------- --------
BENEFIT OBLIGATION:
Obligation at beginning of year............................. $4,220 $4,429
Interest cost............................................... 223 230
Service cost................................................ 109 129
Actuarial gain.............................................. (313) (548)
Benefit payments............................................ (43) (20)
------ ------
Obligation at end of year................................... $4,196 $4,220
====== ======
FUNDED STATUS:
Funded status at end of year................................ $4,196 $4,220
Unrecognized transition obligation.......................... 27 32
Unrecognized loss........................................... 197 274
------ ------
Accrued benefit liability................................... $4,420 $4,526
====== ======
The following table provides the components of net periodic benefit cost for
the plan for 2000, 1999 and 1998 (in thousands):
2000 1999 1998
-------- -------- --------
Interest cost........................................... $223 $230 $253
Service cost............................................ 109 129 136
Amortization of transition asset........................ (4) (4) (5)
Amortization of net gain................................ -- -- (32)
---- ---- ----
Net periodic benefit cost............................... $328 $355 $352
==== ==== ====
The discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation were
6.25% and 3.0% at December 30, 2000 and January 1, 2000, respectively.
ACCRUED POSTRETIREMENT BENEFITS
The Company put in place the provisions of SFAS No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions" for its
postretirement benefit plan. The Company provides
29
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
certain health care and life insurance benefits for retired U.S. employees.
Employees become eligible for these benefits when they reach normal retirement
age while working for the Company. Prior to the adoption of this Statement, the
cost was recognized as claims were paid. The Company's postretirement benefit
plans were modified at the end of 1995 and include a limit on the cost of the
Company's contributions for all retirees. The Plan is not funded.
The following tables provide a reconciliation of the changes in the plan's
benefit obligations and fair value of assets for 2000 and 1999, and a statement
of the funded status as of December 30, 2000 and January 1, 2000 (in thousands).
2000 1999
-------- --------
RECONCILIATION OF BENEFIT OBLIGATION:
Obligation at beginning of year........................... $ 7,807 $ 7,873
Service cost.............................................. 120 51
Interest cost............................................. 544 504
Actuarial loss............................................ 11 271
Benefit payments.......................................... (919) (892)
------- -------
Obligation at end of year................................. $ 7,563 $ 7,807
======= =======
RECONCILIATION OF FAIR VALUE OF PLAN ASSETS:
Employer contributions.................................... $ 919 $ 892
Benefit payments.......................................... (919) (892)
------- -------
Fair value of plan assets at end of year.................. $ -- $ --
======= =======
FUNDED STATUS:
Funded status at end of year.............................. $(7,563) $(7,807)
Unrecognized transition obligation........................ 4,149 4,495
Unrecognized gain......................................... 469 458
------- -------
Accrued benefit liability................................. $(2,945) $(2,854)
======= =======
30
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
The following table provides the components of net periodic benefit cost for
the plans for 2000, 1999 and 1998 (in thousands):
2000 1999 1998
-------- -------- --------
Service cost........................................... $ 120 $ 51 $ 41
Interest cost.......................................... 544 504 521
Amortization of transition obligation.................. 346 346 345
------ ---- ----
Net periodic benefit cost.............................. $1,010 $901 $907
====== ==== ====
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A 1% change in assumed health care
cost trend rates would have the following effects (in thousands):
1% INCREASE 1% DECREASE
----------- -----------
Effect on total of service and interest cost
components: Postretirement health care benefit
cost................................................ $ 15 $ (16)
Effect on health care component: Benefit obligation... $229 $(230)
For measurement purposes, a 9.0%, 7.0% and 7.5% annual rate of increase in
the per capita cost of covered health care benefits was assumed for 2000, 1999
and 1998, respectively. The Company's annual per capita cost commitment for
retiree medical care is capped at 1995 levels. As a result, the health care cost
trend rate assumption does not have a significant effect on the amounts
reported. The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25% at December 30, 2000 and 7.5% at
January 1, 2000.
NOTE 10: COMMITMENTS
The Company leases certain manufacturing facilities, sales and service
offices and equipment under operating leases. Total rental expense for these
leases amounted to $9.4 million in 2000, $7.5 million in 1999 and $7.0 million
in 1998.
The future minimum commitments as of December 30, 2000 for noncancelable
operating leases are as follows (in thousands):
REAL ESTATE EQUIPMENT TOTAL
----------- --------- --------
2001.......................................... $ 6,510 $3,248 $ 9,758
2002.......................................... 5,723 1,789 7,512
2003.......................................... 5,494 628 6,122
2004.......................................... 5,239 39 5,278
2005.......................................... 4,953 1 4,954
Thereafter.................................... 22,272 -- 22,272
------- ------ -------
Gross commitment.............................. 50,191 5,705 55,896
Less sublease income.......................... (2,743) -- (2,743)
------- ------ -------
Net commitment................................ $47,448 $5,705 $53,153
======= ====== =======
31
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 11: OPERATING SEGMENTS AND OTHER GEOGRAPHIC INFORMATION
OPERATING SEGMENTS
The Company elected to change the reporting of its operating segments
effective the third quarter of 2000 as part of the reorganization plan
implemented by the CEO. Prior period operating results have been restated to
conform to current period presentation.
The Company is comprised of the following four business units bringing to
market integrated hardware, software, and service solutions that empower
always-on services and un-interruptable business applications:
- Process Solutions ("PS") focuses on in-circuit test, x-ray test and
re-work solutions as well as plant and line management solutions for
electronic product manufacturers.
- Functional Solutions ("FS") focuses on functional test platforms for
manufacturers of telecommunications, computers and automotive electronics.
- Diagnostic Solutions ("DS") focuses on service bay and manufacturing
solutions for transportation OEMs and independent service providers.
- Support and Services ("SS") focuses on maintenance programs, on-site and
remote support, programming services and training to help customers
optimize their hardware and software solutions.
GenRad's reportable segments each represent strategic business units that
offer different, yet related, products and services. They are managed
differently because each requires differing technology development, sales
strategies, service capabilities and time to market considerations. Each segment
is led by a chief operating decision maker, who, in coordination with the
Company's Chief Executive Officer and President, utilizes the information
reported below in evaluating results and allocating resources pertaining to
segment operations.
Each segment is evaluated based on contribution margin, or operating income,
derived from transactions with external third parties, i.e. net income (loss)
before interest income and expense, other income (expense) and income taxes.
These segment amounts are determined in accordance with the accounting policies
noted below. Intercompany revenues and expenses are excluded from the
contribution margin, or operating income, utilized by the chief operating
decision makers in determining resource allocation and evaluating performance.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies in Note 1.
The following table illustrates, (in thousands), each of the Company's
operating segments' operating income (loss) for the 2000, 1999 and 1998. The
amounts provided herein are those utilized by senior management, in allocating
resources and evaluating performance. GenRad's chief operating decision
32
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
makers do not utilize, nor does GenRad maintain, asset information or capital
expenditures by segment, accordingly such information is not presented herein.
PS FS DS SS TOTAL
-------- -------- -------- -------- --------
2000:
Revenue:
Products................................ $186,689 $16,392 $ 63,640 $ 8,759 $275,480
Services................................ -- -- -- 66,175 66,175
-------- ------- -------- ------- --------
Total revenue......................... $186,689 $16,392 $ 63,640 $74,934 $341,655
======== ======= ======== ======= ========
Depreciation and amortization:............ $ 11,004 $ 252 $ 4,667 $ 2,110 $ 18,033
======== ======= ======== ======= ========
Operating income (loss)..................... $ 38,308 $(3,559) $(11,071) $20,437 $ 44,115
======== ======= ======== ======= ========
1999:
Revenue:
Products................................ $135,889 $13,134 $ 76,972 $ 6,367 $232,362
Services................................ -- -- -- $69,586 $ 69,586
-------- ------- -------- ------- --------
Total revenue......................... $135,889 $13,134 $ 76,972 $75,953 $301,948
======== ======= ======== ======= ========
Depreciation and amortization:............ $ 7,073 $ 331 $ 1,692 $ 2,005 $ 11,101
======== ======= ======== ======= ========
Operating income (loss)..................... $ 34,085 $(5,075) $ 7,579 $26,989 $ 63,578
======== ======= ======== ======= ========
1998:
Revenue:
Products................................ $123,473 $19,300 $ 9,973 $ 6,544 $159,290
Services................................ -- -- -- 65,499 65,499
-------- ------- -------- ------- --------
Total revenue......................... $123,473 $19,300 $ 9,973 $72,043 $224,789
======== ======= ======== ======= ========
Depreciation and amortization:............ $ 8,507 $ 894 $ 1,499 $ 1,240 $ 12,140
======== ======= ======== ======= ========
Operating income (loss)..................... $ 17,532 $(1,429) $ (6,651) $25,425 $ 34,877
======== ======= ======== ======= ========
33
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
A reconciliation of the totals reported for the operating segments to income
(loss) before income taxes in the consolidated financial statements is as
follows:
2000 1999 1998
-------- -------- --------
DEPRECIATION AND AMORTIZATION:
Total for reportable segments............................. $18,033 $11,101 $ 12,140
Corporate depreciation and amortization................... 7,511 3,827 3,172
------- ------- --------
Amount per consolidated financial statements................ $25,544 $14,928 $ 15,312
======= ======= ========
OPERATING INCOME (LOSS):
Total for reportable segments............................. $44,115 $63,578 $ 34,877
Corporate expenses (a).................................... 23,359 14,476 12,901
Acquired in-process research and development.............. 500 -- 10,097
Loss from impairment of intangible assets................. -- -- 4,906
Restructuring and other charges........................... 1,291 -- 13,617
Arbitration settlement.................................... -- -- 7,650
------- ------- --------
Operating income (loss)................................... 18,965 49,102 (14,294)
Other expense, net.......................................... (7,855) (1,331) (1,305)
------- ------- --------
Income (loss) before income taxes........................... $11,110 $47,771 (15,599)
======= ======= ========
- ------------------------
(a) Includes amortization of capitalized software, corporate research and
development and other charges.
34
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
GEOGRAPHIC DATA
GenRad sells and supports its products primarily through its own sales and
support organizations. The Company maintains sales offices and support centers
in the United States, Mexico, the United Kingdom, Germany, France, Switzerland,
Italy, Sweden, the Netherlands, Singapore and Malaysia. GenRad also contracts
with independent representatives throughout the world to provide sales and
support services, primarily in areas not covered directly by a GenRad sales and
support center.
The following table summarizes certain geographic information based on
location of customers for 2000, 1999 and 1998 (in thousands):
2000 1999 1998
-------- -------- --------
REVENUE:
United States............................... $154,074 $148,238 $108,479
United Kingdom.............................. 47,381 42,600 34,704
Germany..................................... 23,598 37,574 14,696
All other foreign countries................. 116,602 73,536 66,910
-------- -------- --------
Total revenue................................. $341,655 $301,948 $224,789
======== ======== ========
No other individual countries accounted for greater than 10% of consolidated
revenues.
2000 1999
-------- --------
LONG-LIVED ASSETS:
United States.......................................... $104,712 $76,080
Sweden................................................. 29,058 --
All other foreign countries............................ 7,972 7,168
-------- -------
Total.................................................... $141,742 $83,248
======== =======
35
GENRAD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 30, 2000, JANUARY 1, 2000 AND JANUARY 2, 1999
NOTE 12: SUPPLEMENTAL INFORMATION (UNAUDITED)
QUARTERLY INFORMATION
The following table summarizes reported quarterly data for 2000, 1999 and
1998 (in thousands, except per share amounts):
FIRST SECOND THIRD FOURTH YEAR
-------- -------- -------- -------- --------
2000
Revenue..................................... $66,373 $87,324 $ 78,581 $109,377 $341,655
Gross margin................................ 28,171 34,339 32,967 42,227 137,704
Net income (loss)........................... 18,078 (1,031) 227 4,373 21,647
NET INCOME (LOSS) PER SHARE:
Basic..................................... 0.64 (0.04) 0.01 0.16 0.77
Diluted................................... 0.63 (0.04) 0.01 0.15 0.75
1999
Revenue..................................... $53,110 $63,618 $109,246 $ 75,974 $301,948
Gross margin................................ 28,552 30,764 42,501 33,374 135,191
Net income.................................. 10,322 7,960 17,768 11,444 47,494
NET INCOME PER SHARE:
Basic..................................... 0.37 0.28 0.62 0.40 1.66
Diluted................................... 0.35 0.27 0.60 0.39 1.60
NOTE 13: SUBSEQUENT EVENTS
RESTRUCTURING PLAN
In February 2001, the Company announced a restructuring plan in an effort to
improve operating efficiencies. The plan involves outsourcing all of the
Company's printed circuit board manufacturing, consolidation of X-ray and Rework
manufacturing to its Westford, MA facility and integration of some
administrative functions related to European acquisitions to its main Diagnostic
Solutions facility. This will result in a workforce reduction of approximately
ten percent mainly consisting of manufacturing, administrative and support
functions. The Company will record a restructuring charge in the first quarter
of 2001 related to this transaction.
GOING CONCERN
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. During the six
months ended June 30, 2001, the Company has incurred a net loss of $110.1
million (unaudited) and has violated certain financial covenants under its
bank line of credit (Note 5). The Company has been in ongoing discussions
with its bankers and during June 2001 obtained a waiver which extends through
September 28, 2001. The waiver contains conditions which include the
achievement of certain revenue levels for the second quarter (which have been
achieved) and the attainment of certain other benchmarks.
On August 1, 2001, the Company announced the signing of a definitive
merger agreement to be acquired by Teradyne, Inc. 7 Technology Park Drive
Westford, Massachusetts 01886Under the terms of the
proposed acquisition, each outstanding share of the Company's common stock
would be converted into 0.1733 shares of Teradyne common stock. The
acquisition is subject to approval by the Company's shareholders, expiration
of the Hart-Scott-Rodino waiting period and other closing conditions.
With the execution of the definitive merger agreement discussed above,
the Company has achieved the remaining benchmarks contained in the most
recent bank waiver. However, the Company likely will not be in compliance
with the financial covenants of the new line when the existing waiver expires
on September 28, 2001 and will need to seek a further waiver at that date.
The Company is currently in discussions with its bankers in this regard. In
the past, the Company has obtained waivers from its banks for similar
covenant defaults, however, there can be no assurance that the banks will
grant any additional waivers in the future. If the Company is in default, the
banks may demand immediate payment of the full outstanding balance under the
bank line and prohibit new borrowings under the revolving line of credit. If
this were to occur, the Company would have no ability to satisfy the demand
for payment or fund continuing operations without access to the revolving
line of credit. The Company currently has no plans to obtain additional or
alternative debt or equity financing. These issues raise substantial doubt
about the Company's ability to continue as a going concern. The going concern
basis of accounting assumes the realization of asset values and the
liquidation of liabilities in the normal course of business. Should the
Company be unable to continue as a going concern, it may not be able to
realize its recorded asset values, including its intangible assets and
deferred tax assets, and liquidate its liabilities at recorded amounts. The
ultimate outcome of these uncertainties is not presently determinable.
OTHER EVENTS
On August 1, 2001, the Company announced it had received an offer to
purchase its Diagnostic Solutions business unit, headquartered in Manchester,
UK. The Company has received an offer from a British investment consortium.
The offer is under consideration by management and Board of Directors. The
potential sale transaction would be subject to the customary process of due
diligence and the negotiation of a definitive agreement. Completion of the
sale of the Diagnostics Solutions business unit is not a condition to the
Company's acquisition by Teradyne.
36
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(2) The following schedules to the Consolidated Financial Statements
of GenRad, Inc. and Subsidiaries are filed as part of this report:
A. Schedule II & Valuation and Qualifying Accounts
(Previously filed)
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of GenRad, Inc.:
Our audits of the consolidated financial statements referred to in
our report dated February 8, 2001 appearing in this Form 10-K also included
an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, this financial statement Schedule presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 30, 2001
All other schedules not listed above are inapplicable or are not
required under Securities and Exchange Commission regulations and therefore have
been omitted.
(a)(3) The following Exhibits are filed as part of this report:
3.1 Articles of Organization of GenRad, Inc. as amended to May
21, 1980, incorporated by reference to Exhibit 3.1 to the
Company's report on Form 10-K for the year ended January
3, 1981.
-2-
3.2 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
December 31, 1983.
3.3 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
January 2, 1988.
3.4 Articles of Amendment and Restatement of the By-Laws of
GenRad, Inc. as of October 20, 2000, incorporated by
reference to Exhibit 3.1 to the Company's report on Form
10-Q for the quarter ended September 30, 2000.
10 Lease agreement dated July 26, 1996 between GenRad, Inc.
and Michelson Farm-Westford Technology Park Trust,
incorporated by reference to Exhibit 10 to the Company's
report on Form 10-Q for the quarter ended June 29, 1996.
10.1 Facility agreement dated June 26, 1997 between GenRad
Limited and BankBoston, N.A. London Branch, incorporated
by reference to Exhibit 10.1 to the Company's report on
Form 10-Q for the quarter ended June 28, 1997.
10.2 Amended and restated revolving credit agreement dated May
6, 1997 between GenRad, Inc. and BankBoston, N.A.,
incorporated by reference to Exhibit 10.2 to the Company's
report on Form 10-Q for the quarter ended June 28, 1997.
10.3 Severance Agreement between GenRad, Inc. and Kevin R.
Cloutier effective as of May 9, 1997, incorporated by
reference to Exhibit 10.3 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.4 Severance Agreement between GenRad, Inc. and Paul Geere
effective as of May 9, 1997, incorporated by reference to
Exhibit 10.4 to the Company's report on Form 10-Q for the
quarter ended September 27, 1997.
10.5 Severance Agreement between GenRad, Inc. and Lori B.
Hannay effective as of May 9, 1997, incorporated by
reference to Exhibit 10.5 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.6 Severance Agreement between GenRad, Inc. and Sarah H.
Lucas effective as of May 9, 1997, incorporated by
reference to Exhibit 10.6 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.7 Severance Agreement between GenRad, Inc. and James F.
Lyons effective as of May 8, 1997, incorporated by
reference to Exhibit 10.7 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.8 Severance Agreement between GenRad, Inc. and Paul Pronsky,
Jr. effective as of May 9, 1997, incorporated by reference
to Exhibit 10.8 to the Company's report on Form 10-Q for
the quarter ended September 27, 1997.
10.9 Severance Agreement between GenRad, Inc. and Michael W.
Schraeder effective as of May 9, 1997, incorporated by
reference to Exhibit 10.9 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
-3-
10.10 Severance Agreement between GenRad, Inc. and Walter A.
Shephard effective as of October 24, 1997, incorporated by
reference to Exhibit 10.10 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.11 Severance Agreement between GenRad, Inc. and Gary H.
Mueller effective as of October 24, 1997, incorporated by
reference to Exhibit 10.11 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.12 Agreement dated February 12, 1997 between GenRad Limited
and Ford Motor Company, incorporated by reference to
Exhibit 10.12 to the Company's report on Form 10-K for the
year ended January 2, 1999.*
10.13 Settlement agreement and Mutual General Release dated
April 7, 1999 between William E. Gaines, William E.
Massaker, Frank B. Wingate and Heritage Investment Limited
Partnership and GenRad, Inc., James F. Lyons and Paul
Pronsky, Jr. incorporated by reference to Exhibit 10.13 to
the Company's report on Form 10-K for the year ended
January 2, 1999.
10.14 Employment Agreement by and between GenRad, Inc. and
Robert M. Dutkowsky effective as of April 10, 2000,
incorporated by reference to Exhibit 10.14 to the
Company's report on Form 10-Q for the quarter ended July
1, 2000.
10.15 Severance agreement between GenRad, Inc. and Ronald W.
Lindell effective as of February 15, 2001, filed herewith.2001.**
10.16 Severance agreement between GenRad, Inc. and Brian C.
Quirk effective as of August 21, 1998, filed herewith.1998.**
21 List of Subsidiaries, attached.Subsidiaries.**
23.1 Consent of PricewaterhouseCoopers LLP, attached.LLP.**
23.2 Consent of PricewaterhouseCoopers LLP.**
23.3 Consent of PricewaterhouseCoopers LLP, attached.
99.1 Financial Statements as of and for the years ended
December 31, 2000 and 1999 and Additional Information
Required for Form 5500 for the year ended December 31,
2000.**
(b) None
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(1) and (2) above. **
- ------------------------
* The Company has requested confidential treatment of the redacted
positions of this exhibit pursuant to the Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, and has separately filed a
complete copy of this exhibit with the Securities and Exchange
Commission.
-4-** Previously filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this firstsecond amendment to
its annual report on Form 10-K10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized on this the 29th30th day of June,August, 2001.
GENRAD, INC.
By: /s/ WalterWALTER A. Shephard
-------------------------SHEPHARD
-----------------------------
Walter A. Shephard
Chief Financial Officer
-5-37