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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED JANUARY 1, 1994 COMMISSION FILE NO. 1-8045
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GENRAD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MASSACHUSETTS 04-1360950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 BAKER AVENUE, CONCORD, MASSACHUSETTS 01742-2174
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 369-4400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
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Common Stock, $1 par value New York Stock Exchange
7-1/4% Convertible Subordinated New York Stock Exchange
Debentures due 2011
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. 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. [X]
The aggregate market value of shares held by non-affiliates of the
registrant as of March 15, 1994 was $ 110,150,000. 18,760,000 shares of the
Common Stock of GenRad, Inc., $1 par value, were outstanding on March 15, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the definitive Proxy Statement of GenRad, Inc. for the Annual
Meeting of Shareholders to be held on May 12, 1994 (the "1994 Proxy
Statement"), which will be filed with the Securities and Exchange Commission
within 120 days after the close of the Company's fiscal year ended January 1,
1994, are incorporated by reference into Part III and Part IV.
2. Certain Exhibits in GenRad, Inc.'s reports on Form 10-K for the fiscal years
ended January 3, 1981, January 3, 1987, January 2, 1988, December 31, 1988,
December 30, 1989, December 28, 1991, and January 2, 1993 and certain
Exhibit's in GenRad's report on Form 10-Q for the quarter ended June 27, 1992
are incorporated by reference into Part IV.
3. Certain Exhibits in GenRad's Registration Statements on Form S-8 (File No.
2-92786), Form S-8 (File No. 2-92800), Form S-8 (File No. 33-1667), Form S-8
(File No. 33-35918), and Form S-8 (File No. 33-42789) are incorporated by
reference into Part IV.
Exhibit Index on pages 8 - 10
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PART I
ITEM 1. BUSINESS
GenRad, Inc. designs, develops, manufactures and sells integrated software,
test and measurement systems to manufacturers and users of electronic and
mechanical products. The Company has four product lines: Automatic Test
Equipment for testing electrical printed-circuit boards ("Concord Products"),
Automotive Test Products ("ATP"), Design Automation Products ("DAP"), and
Structural Test Products ("STP"). DAP and STP were designated discontinued
product lines in the third quarter of 1993 as part of the Company's
restructuring as more fully described in Managements Discussion and Analysis of
Financial Condition and Operating Results.
Electronic design and test products and services accounted for 95% of
consolidated sales in the fiscal year ended January 1, 1994 ("fiscal 1993"), 91%
in the fiscal year ended January 2, 1993 ("fiscal 1992"), and 89% in the fiscal
year ended December 28, 1991 ("fiscal 1991").
CONCORD PRODUCTS
Concord Products is comprised of the following products, each of which is
developed and manufactured at the Company's Concord, Massachusetts facility.
AUTOMATIC TEST EQUIPMENT (ATE)
The core ATE products include the 228X and 228Xe product families and are
used to test printed-circuit boards, which are used in virtually all electronic
products, during their manufacturing process. These systems sell for prices
ranging from under $100,000 to over $500,000. These testers primarily use the
in-circuit test technique and are reported by Prime Data of San Jose, California
to be the in-circuit market share leader as of the last published report.
Major competitors include Hewlett-Packard, Teradyne and Schlumberger. These
products are sold through a direct sales force in the United States, the United
Kingdom, Germany, France, Switzerland and Italy. Sales elsewhere are made
through these offices or independent representatives to whom GenRad provides
technical and administrative assistance.
GENEVA(TM) TEST AND MEASUREMENT SYSTEMS
GenRad's Extended VXI Architecture ("GENEVA") is a combined hardware and
software test and measurement system that uses the industry standard VXIbus for
instrument control. GenRad's extension adds a scanner bus above the instruments
to solve the signal interconnect problems not addressed by VXI. A patent has
been granted to GenRad for this VXIScan[TM] architectural extension. The GENEVA
architecture is capable of addressing the needs of a wide range of test and
measurement system applications.
The first standard products based on the new GENEVA architecture are the
GR9000 and the GENEVA Test & Measurement Systems. Each of these products is
aimed at very distinct markets: telecommunications, end-of-line compliance
testing and functional test applications.
TELECOMMUNICATIONS TEST AND MEASUREMENT SYSTEMS (GR9000)
The GR9000 is the first announced product based on the GENEVA architecture.
The GR9000 is an end-of-line telecommunications compliance test and measurement
system. The GR9000 can be used by telecommunications companies to run a full
range of CCITT tests at high throughput and accuracy. The major competitor thus
far is Schlumberger.
GENEVA TEST & MEASUREMENT SYSTEMS
With their architecture base in the VXIbus instrumentation standard, the
GENEVA Test & Measurement Systems GR1000 and GR5000 are open configurable
VXI-based test and measurement systems for functional test applications. Such
applications range from engineering verifications to manufacturing verifica-
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tion and calibration to field service and repair at the PC board, modular system
level. Pricing of product varies based on customer specifications.
AUTOMOTIVE TEST PRODUCTS
Automotive Test Products develops and produces test systems for service bay
diagnostics of electrical failures on cars. ATP designs and manufactures the
diagnostic units as well as provides the applications support to write the test
programs specific to each model car. Hewlett-Packard and Actia are ATP's most
significant competitors. Pricing of product varies based on customer
specifications.
DESIGN AUTOMATION PRODUCTS*
Design Automation Products develops, produces and sells System
HILO[TRADEMARK], a suite of logic simulation and synthesis software tools that
integrate into all leading Computer Aided Engineering (CAE) frameworks. The
Company's Design Automation Products are sold both by direct sales and a variety
of Original Equipment Manufacturers (OEM's). Customers can also purchase
simulation and synthesis hardware tools from Electronic Design Automation (EDA)
suppliers such as Mentor and Cadence. DAP's competitors include Viewlogic,
Mentor and Cadence.
STRUCTURAL TEST PRODUCTS*
Structural Test Products provides test systems for electromechanical and
mechanical testing applications. STP designs, manufactures, sells and provides
integration services for systems which ensure structural integrity and product
performance. STP's competitors include Schlumberger, Leuven Measurement Systems,
Unholtz-Dickie and Spectral Dynamics.
* Design Automation Products and Structural Test Products were designated
discontinued product lines in the third quarter of 1993 as part of the Company's
restructuring as more fully described in Managements Discussion and Analysis of
Financial Condition and Operating Results.
PRINCIPAL MARKETS
GenRad's principal customers are electronics manufacturers that fall into
the following major industries: computers and computer peripherals,
telecommunications, aerospace, automotive, process controls, medical equipment,
transportation, consumer products, office automation/information processing,
government/military equipment and contract manufacturing. GenRad has government
contracts which are generally subject to termination at the convenience of the
government. Sales to agencies of the United States Government amounted to 12% of
consolidated revenues in 1993, 4% in 1992 and 8% in 1991. Sales to Ford of
Europe amounted to 16% of consolidated revenues in 1993, 7% in 1992 and 4% in
1991.
SALES, SERVICE AND DISTRIBUTION
GenRad sells and services its products primarily through its own sales and
service organizations consisting of sales offices and service centers located in
the United States, the United Kingdom, Germany, France, Switzerland, Italy and
Singapore. Sales or service elsewhere is performed through these offices or
through independent representatives to whom GenRad provides technical and
administrative assistance.
FOREIGN OPERATIONS
GenRad's operations abroad consist of marketing and servicing products,
providing other types of customer support services such as software development
and manufacturing of Automotive Test Products. GenRad Fareham, located in
Fareham, England, is a division of GenRad's wholly-owned United Kingdom
subsidiary, GenRad Limited, and is the base of GenRad's Design Automation
Products business unit which was designated a discontinued product line in the
third quarter of 1993 as part of the Company's restructuring as more fully
described in Managements Discussion and Analysis of Financial Condition and
Operating
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Results. GenRad Manchester, located in Manchester, England, is also a division
of GenRad Limited and is the base of GenRad's Automotive Test Products business
unit.
GenRad is subject to the usual risks of international trade, including
unfavorable economic conditions, political instability, restrictive trade
policies, controls on funds transfers and foreign currency fluctuations.
During fiscal year 1993, sales in foreign countries were $88,839,000, or
56% of GenRad's total sales, compared with $83,220,000, or 58%, during fiscal
year 1992, and $85,958,000, or 55%, during fiscal year 1991. Additional
information regarding GenRad's foreign operations is contained in the
Consolidated Financial Statements incorporated in Item 8 of this report.
BACKLOG
Backlog at the end of 1993 was approximately $23 million as compared to
approximately $35 million at the end of 1992. Backlog relating to the U.S.
Marine Corps order as of the end of 1993 totaled $2.4 million compared to $12.6
million at the end of 1992. Backlog for 1993 excluded orders related to
discontinued products. Backlog for 1992 included $3.5 million of orders related
to discontinued products. Most orders are filled within three months of receipt.
It is expected that substantially all of the orders on hand on January 1, 1994,
will be filled during the current fiscal year. Although orders are subject to
cancellation by purchasers, GenRad's experience has been that cancellations are
not material.
COMPETITIVE CONDITIONS
Competition, from both U.S. and foreign competitors, is strong and active.
Some of these competitors are substantially larger companies with greater
resources. Typically, GenRad meets competition by carefully selecting its
markets and by developing its products to meet the needs of each group of
customers. Primary competitive factors are product performance, customer support
services and pricing. The Automatic Test Equipment (ATE) industry is subject to
rapid change and success is dependent on the development of new technologies and
new product introductions. A key competitive advantage for GenRad is the
Company's broad and integrated product family and its extensive software
capabilities.
RESEARCH AND DEVELOPMENT
GenRad's expenditures for the development of new products and services, and
the improvement of existing products and services, were $15,342,000 in fiscal
1993, $20,278,000 in fiscal 1992, and $24,210,000 in fiscal 1991. The 1993
expenditures were primarily for staffing and related expenses for the
development of printed-circuit board ATE and new architecture test and
measurement systems.
PATENTS AND TRADEMARKS
GenRad seeks patents in the United States and appropriate foreign countries
for significant technological inventions. GenRad also owns patents, copyrights,
trademarks and proprietary information, some of which are considered to be
valuable assets. In the opinion of management, no individual patent, copyright,
trademark or proprietary information is material to the business as a whole.
SUPPLIERS
Materials and components used by GenRad in manufacturing its products are
available primarily from domestic sources. Where possible, GenRad buys from
multiple sources to avoid dependence on any single supplier. However, certain
microcomputers, microprocessors, general-purpose digital computers and custom
semiconductor devices are only available from a limited number of suppliers.
ENVIRONMENT
GenRad's manufacturing facilities are subject to numerous laws and
regulations designed to protect the environment. GenRad does not anticipate that
compliance with such laws or regulations presently in effect will adversely
affect its capital expenditures, earnings or competitive position. GenRad does
not expect to make any material expenditures for environmental control
facilities in the current fiscal year.
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EMPLOYEES
GenRad had 1,184 employees, including contract employees, on January 1,
1994, and 1,363 employees on January 2, 1993. No GenRad employees are covered by
collective bargaining agreements, and GenRad believes relations with its
employees are good.
EXECUTIVE OFFICERS OF GENRAD, INC.
NAME AGE OFFICE
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James F. Lyons.................. 59 President and Chief Executive Officer
Robert C. Aldworth.............. 41 Vice President, Chief Financial Officer, Clerk and Secretary
John K. Bulman.................. 47 Vice President, Sales and Service
Sarah H. Lucas.................. 34 Vice President, Strategic Planning and Analysis
Walter A. Shephard.............. 40 Treasurer
The President, Treasurer and Clerk are elected and all other officers are
appointed by the Directors at their first meeting following the Annual Meeting
of Shareholders. Appointed officers hold office for one year and elected
officers hold office for one year and until a successor is chosen and qualified.
There are no family relationships among the officers.
Mr. Lyons joined the Company as President and Chief Executive Officer in
July 1993. From January 1992 until July 1993, Mr. Lyons served as President and
Chief Executive Officer of Harry Gray Associates, a management consulting and
investment company located in Farmington, Connecticut. From 1989 to 1992, he was
President and Chief Operating Officer of American Medical International, Dallas,
Texas. From 1987 to 1989 he was Chief Investment Officer of GKH Partners,
Farmington, Connecticut.
Mr. Aldworth was appointed Vice President and Chief Financial Officer of
GenRad in August 1991 and Clerk and Secretary in March 1993. Prior to that, he
had been Vice President, Finance and Chief Financial Officer of MPB Corporation,
Keene, New Hampshire, since 1984.
Mr. Bulman was appointed Vice President, Sales and Service of GenRad in
January 1994. He has been Vice President, Sales-Concord Products, at GenRad
since September 1992. From 1989 to September 1992, Mr. Bulman held various other
positions with the Company, including Director, North American Sales and Eastern
Region Sales Manager-U.S. From 1986 to 1989, Mr. Bulman was Director,
Schlumberger Technologies ATE, Western Operations, San Jose, California, and
Central Region Manager-Board Test Products, Dallas, Texas.
Ms. Lucas was appointed Vice President, Strategic Planning and Analysis of
GenRad in January 1994. From July 1990 to January 1994, Ms. Lucas served as an
Associate Consultant within McKinsey & Company. From September 1988 to June
1990, she attended the MBA program at Harvard Business School where she
graduated as a Baker Scholar in 1990. During this time from June 1989 through
August 1989, Ms. Lucas also served as an Associate Consultant with McKinsey &
Company in their London office. From 1986 to 1988, Ms. Lucas was a Senior
Business Analyst at the MAC group in Cambridge, Massachusetts.
Mr. Shephard was appointed Treasurer of GenRad in January 1991. From June
1985 to December 1990, he was Assistant Treasurer and Manager of Treasury
Operations of the Company.
ITEM 2. PROPERTIES
GenRad's executive offices are located in Concord, Massachusetts, where the
Company owns a 450,000 square foot building on 77 acres of land. GenRad also
owns a 254,000 square foot manufacturing facility on 85 acres of land in Bolton,
Massachusetts, and a 25,000 square foot research and development facility on
three acres of land in Fareham, England.
In addition, GenRad engages in research, design, manufacturing or marketing
operations in leased facilities in five states in the United States and in six
foreign countries. All of GenRad's properties are well maintained.
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ITEM 3. LEGAL PROCEEDINGS
On October 19, 1993, the Hewlett-Packard Company ("H-P") brought an action
in the United States District Court in Colorado against GenRad for infringement
of one or more claims of H-P's U.S. Patents Nos. 5,124,660 and 5,254,953
directed to the use of capacitive coupling for detecting open component pins on
circuit boards. On October 19, 1993, GenRad brought an action in United States
District Court in Massachusetts against H-P to obtain a judgment declaring those
patents invalid and not infringed. In January 1994, H-P amended its complaint to
eliminate the infringement claim as to the former of those patents, but it is
still charging GenRad with infringement of the latter. GenRad is maintaining its
request that both patents be declared invalid and not infringed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
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PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The information set forth in Exhibit 27, under the captions "Supplementary
Information" and "Investors' Reference Guide", which is the same as the
information set forth on pages 37 and 39 of GenRad's 1993 Annual Report is
incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in Exhibit 27, under the caption "Selected
Financial Data, Five Year Summary", which is the same as the information set
forth under that caption on page 15 of GenRad's 1993 Annual Report, is
incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in Exhibit 27, under the caption "Management's
Discussion and Analysis of Financial Condition and Operating Results", which is
the same as the information set forth under that caption on pages 16 through 18
of GenRad's 1993 Annual Report, is incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth in the Consolidated Financial Statements and the
Supplementary Information in Exhibit 27, which is the same information set forth
in the Consolidated Financial Statements and the Supplementary Information on
pages 21 through 37 of GenRad's 1993 Annual Report, is incorporated by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption "Executive Officers of GenRad,
Inc." on page 4 in Part I of this report, and on pages 5 through 12 of the 1994
Proxy Statement, is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth on pages 8 through 12 of the 1994 Proxy Statement
is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners
The information set forth in the table on pages 2 through 4 of the 1994
Proxy Statement is incorporated by reference.
(b) Security ownership of management
The information set forth under the column "Amount and Nature of Beneficial
Ownership" as of March 15, 1994 in the table on pages 2 through 4 of the 1994
Proxy Statement is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no such relationships or transactions.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following Consolidated Financial Statements of GenRad, Inc. and
Subsidiaries, which are the same as the Consolidated Financial Statements
in GenRad's 1993 Annual Report, are incorporated by reference to Exhibit
27:
A. Consolidated Statement of Operations.
B. Consolidated Balance Sheet.
C. Consolidated Statement of Stockholders' Equity (Deficit).
D. Consolidated Statement of Cash Flows.
E. Notes to Consolidated Financial Statements.
(a)(2) The following schedules to the Consolidated Financial Statements of
GenRad, Inc. and Subsidiaries are filed as part of this report:
A. Report of Independent Public Accountants on Schedules
B. Schedule V - Property, Plant and Equipment
C. Schedule VI - Accumulated Depreciation and Amortization of Property,
Plant and Equipment
D. Schedule VIII - Valuation and Qualifying Accounts
E. Schedule IX - Short-Term Borrowings
F. Schedule X - Supplementary Income Statement Information
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 June 5, 1987,
incorporated by reference to Exhibit 3.1 to the Company's report on Form
10-K for the year ended January 2, 1988.
3.2 -- Bylaws of GenRad, Inc. (as amended), incorporated by reference to Exhibit
3.2 of the Company's report on Form 10-K for the year ended December 28,
1991.
4.1 -- Indenture dated as of May 1, 1986 between GenRad, Inc. and State Street
Bank and Trust Company, Trustee, related to 7-1/4% Convertible Subordinated
Debenture, incorporated by reference to Exhibit 4.1 to the Company's report
on Form 10-K for the year ended January 3, 1987.
4.2 -- Rights Agreement, dated as of June 17, 1988, between GenRad, Inc. and The
First National Bank of Boston, incorporated by reference to Exhibit 4.2 to
the Company's report on Form 10-K for the year ended December 31, 1988.
*10.1 -- Form of Employment Agreement between GenRad, Inc. and certain of GenRad's
Executive Officers, incorporated by reference to Exhibit 10.1 to the
Company's report on Form 10-K for the year ended December 28, 1991.
*10.2 -- Agreement between GenRad, Inc. and William R. Thurston dated as of June 1,
1988, incorporated by reference to Exhibit 10.2 to the Company's report on
Form 10-K for the year ended December 31, 1988.
10.3 -- Listing Agreement between GenRad, Inc. and the New York Stock Exchange,
Inc., incorporated by reference to Exhibit 10.7 to the Company's report on
Form 10-K for the year ended January 3, 1981.
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*10.4 -- GenRad, Inc. 1991 Equity Incentive Plan, incorporated by reference to
GenRad's Registration Statement on Form S-8 (File No. 33-42789) filed on
September 17, 1991.
*10.5 -- GenRad, Inc. 1991 Directors' Stock Option Plan, incorporated by reference
to GenRad's Registration Statement on Form S-8 (File No. 33-42789) filed on
September 17, 1991.
*10.6 -- GenRad, Inc. Non-Qualified Stock Option Plan, incorporated by reference to
Appendix B to the prospectus in GenRad's Registration Statement on Form S-8
(File No. 2-92786) filed August 15, 1984.
*10.7 -- GenRad, Inc. 1982 Stock Option Plan, incorporated by reference to GenRad's
Registration Statement on Form S-8 (File No. 33-35918) filed on July 18,
1990.
*10.8 -- GenRad, Inc. Employee Stock Purchase Plan, incorporated by reference to
Exhibit 10 to GenRad's Registration Statement on Form S-8 (File No.
33-1667) filed on November 20, 1985.
*10.9 -- GenRad Choice Investment Plan Part II, Active Participation, incorporated
by reference to GenRad's Registration Statement on Form S-8 (File No.
2-92800) filed on August 16, 1984.
10.10 -- GenRad, Inc. Agreement and Plan of Reorganization, dated as of April 13,
1989, between GenRad, Inc. and Structural Measurement Systems, Inc.,
incorporated by reference to Exhibit 10.11 to the Company's report on Form
10-K for the year ended December 30, 1989.
10.11 -- General Loan and Security Agreement dated June 23, 1992 between GenRad,
Inc. and Foothill Capital Corporation, incorporated by reference to Exhibit
19.1 to the Company's report on Form 10-Q for the quarter ended June 27,
1992.
10.12 -- Mortgage, Security Agreement and Fixture Filing (300 Baker Avenue, Concord,
Massachusetts) dated June 23, 1992 between GenRad, Inc. and Foothill
Capital Corporation, incorporated by reference to Exhibit 19.2 to the
Company's report on Form 10-Q for the quarter ended June 27, 1992.
10.13 -- Assignment of Leases and Rents (300 Baker Avenue, Concord, Massachusetts)
dated June 23, 1992 between GenRad, Inc. and Foothill Capital Corporation,
incorporated by reference to Exhibit 19.3 to the Company's report on Form
10-Q for the quarter ended June 27, 1992.
10.14 -- Mortgage, Security Agreement and Fixture Filing (37 East Main Street,
Bolton, Massachusetts) dated June 23, 1992 between GenRad, Inc. and
Foothill Capital Corporation, incorporated by reference to Exhibit 19.4 to
the Company's report on Form 10-Q for the quarter ended June 27, 1992.
10.15 -- Assignment of Leases and Rents (37 East Main Street, Bolton Massachusetts)
dated June 23, 1992 between GenRad, Inc. and Foothill Capital Corporation,
incorporated by reference to Exhibit 19.5 to the Company's report on Form
10-Q for the quarter ended June 27, 1992.
*10.16 -- Form of Bonus Agreement between GenRad, Inc. and certain of GenRad's
Executive Officers, incorporated by reference to Exhibit 10.16 to the
Company's report on Form 10-K for the year ended January 2, 1993.
*10.17 -- Form of Non-Statutory Stock Option Agreement between GenRad, Inc. and
certain of GenRad's Executive Officer's, incorporated by reference to
Exhibit 10.17 to the Company's report on Form 10-K for the year ended
January 2, 1993.
*10.18 -- Second Amended and Restated Employment Agreement between GenRad, Inc. and
Robert E. Anderson effective as of March 19, 1993, incorporated by
reference to Exhibit 10.18 to the Company's report on Form 10-K for the
year ended January 2, 1993.
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10.19 -- Amendment No. 1 dated as of October 26, 1992 to General Loan and Security
Agreement between GenRad, Inc. and Foothill Capital Corporation, dated as
of June 23, 1992, incorporated by reference to Exhibit 19.1 to the
Company's report on Form 10-Q for the quarter ended June 27, 1992.
10.20 -- Amendment No. 2 dated as of November 24, 1993 to General Loan and Security
Agreement between GenRad, Inc. and Foothill Capital Corporation, dated as
of June 23, 1992, incorporated by reference to Exhibit 19.1 to the
Company's report on Form 10-Q for the quarter ended June 27, 1992.
*10.21 -- First Amendment dated as of May 18, 1993 to the Second Amended and Restated
Employment Agreement between GenRad, Inc. and Robert E. Anderson effective
as of March 19, 1993, attached.
*10.22 -- Employment Agreement between GenRad, Inc. and James F. Lyons effective as
of July 7, 1993, attached.
*10.23 -- Non-Statutory Stock Option Agreement between GenRad, Inc. and James F.
Lyons effective as of July 7, 1993, attached.
*10.24 -- GenRad, Inc. 1994 Director Restricted Stock Plan, incorporated by reference
to GenRad's 1994 Proxy Statement for year ended January 1, 1994.
21 -- List of Subsidiaries, attached.
23 -- Consent of Arthur Andersen & Co., attached.
27 -- Financial Statements including Notes and Supplementary Data, attached.
(b) None
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(1) and (2) above.
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* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant to Item 14 (a) and (c) of this Report.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED DULY AUTHORIZED.
GENRAD, INC.
(REGISTRANT)
BY: /S/ JAMES F. LYONS
------------------------
JAMES F. LYONS
------------------------
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Date: March 28, 1994
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- - - ------------------------------------------ ------------------------------ ------------------
(1) Principal executive officer
/S/ JAMES F. LYONS President and Chief Executive March 28, 1994
..................................... Officer
JAMES F. LYONS
(2) Principal financial officer
/S/ ROBERT C. ALDWORTH Vice President, Chief March 28, 1994
..................................... Financial Officer, Clerk and
Secretary
ROBERT C. ALDWORTH
(3) Principal accounting officer
/S/ ROBERT C. ALDWORTH Vice President, Chief Financial March 28, 1994
..................................... Officer, Clerk and Secretary
ROBERT C. ALDWORTH
(4) A majority of the Board of Directors:
/S/ JAMES F. LYONS Director March 28, 1994
.....................................
JAMES F. LYONS
/S/ EDWIN M. MARTIN, JR. Director March 28, 1994
.....................................
EDWIN M. MARTIN, JR.
/S/ PAUL PENFIELD, JR. Director March 28, 1994
.....................................
PAUL PENFIELD, JR.
/S/ WILLIAM G. SCHEERER Director March 28, 1994
.....................................
WILLIAM G. SCHEERER
/S/ WILSON WILDE Director March 28, 1994
.....................................
WILSON WILDE
/S/ JAMES H. WRIGHT Director March 28, 1994
.....................................
JAMES H. WRIGHT
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ARTHUR ANDERSEN & CO.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders and Board of Directors
GenRad, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in GenRad, Inc.'s annual report
to shareholders incorporated by reference in this Form 10-K, and have issued our
report theron dated February 4, 1994. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed in
the accompanying index are the responsibility of the Company's management and
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts,
February 4, 1994
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GENRAD, INC. AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS)
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COL. A COL. B COL. C COL. D COL. E COL. F
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OTHER
BALANCE AT CHANGES BALANCE
BEGINNING ADDITIONS AT ADD AT END OF
CLASSIFICATION OF PERIOD COST RETIREMENTS (DEDUCT)(A) PERIOD
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For the year ended January 1, 1994:
Land and improvements................... $ 1,414 $-- $ -- $ (902) $ 512
Buildings and improvements.............. 46,638 240 (2,642) (18,645) 25,591
Machinery and equipment................. 75,390 3,838 (6,572) (4,760) 67,896
Service parts........................... 17,182 1,839 (1,717) (664) 16,640
-------- ------ -------- -------- --------
$140,624 $5,917 $(10,931) $(24,971) $110,639
-------- ------ -------- -------- --------
For the year ended January 2, 1993:
Land and improvements................... $ 1,486 $-- $ -- $ (72) $ 1,414
Buildings and improvements.............. 47,468 727 (486) (1,071) 46,638
Machinery and equipment................. 81,695 3,821 (8,099) (2,027) 75,390
Service parts........................... 20,061 472 (1,436) (1,915) 17,182
-------- ------ -------- -------- --------
$150,710 $5,020 $(10,021) $ (5,085) $140,624
-------- ------ -------- -------- --------
For the year ended December 28, 1991:
Land and improvements................... $ 1,496 $-- $ -- $ (10) $ 1,486
Buildings and improvements.............. 47,808 1,789 (1,958) (171) 47,468
Machinery and equipment................. 84,947 3,711 (10,676) 3,713 81,695
Service parts........................... 32,971 580 (13,112) (378) 20,061
-------- ------ -------- -------- --------
$167,222 $6,080 $(25,746) $ 3,154 $150,710
-------- ------ -------- -------- --------
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(a) Amounts include transfers to assets held for sale, as more fully described
in the Provision for Restructuring and Unusual Charges Note to the
Consolidated Financial Statements, foreign currency translation adjustments
resulting from the provisions of Statement of Financial Accounting Standards
#52 and certain reclassifications of demonstration equipment from inventory
to property, plant and equipment.
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GENRAD, INC. AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS)
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COL. A COL. B COL. C COL. D COL. E COL. F
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ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES BALANCE
BEGINNING COST AND ADD AT END OF
CLASSIFICATION OF PERIOD EXPENSE RETIREMENTS (DEDUCT)(A) PERIOD
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For the year ended January 1, 1994:
Land and improvements.................... $ 724 $ 202 $ -- $ (592) $ 334
Buildings and improvements............... 27,622 947 (2,010) (4,685) 21,874
Machinery and equipment.................. 63,996 6,570 (5,436) (5,981) 59,149
Service parts 13,573 1,788 (1,533) (619) 13,209
-------- -------- --------- --------- --------
$105,915 $ 9,507 $ (8,979) $ (11,877) $ 94,566
-------- -------- --------- --------- --------
For the year ended January 2, 1993:
Land and improvements.................... $ 666 $ 58 $ -- $ -- $ 724
Buildings and improvements............... 25,893 1,869 14 (154) 27,622
Machinery and equipment.................. 65,361 6,856 (5,990) (2,231) 63,996
Service parts............................ 14,825 2,077 (1,741) (1,588) 13,573
-------- -------- --------- --------- --------
$106,745 $ 10,860 $ (7,717) $ (3,973) $105,915
-------- -------- --------- --------- --------
For the year ended December 28, 1991:
Land and improvements.................... $ 606 $ 60 $ -- $ -- $ 666
Buildings and improvements............... 25,542 2,077 (1,680) (46) 25,893
Machinery and equipment.................. 65,446 7,905 (8,993) 1,003 65,361
Service parts............................ 20,909 1,552 (7,338) (298) 14,825
-------- -------- --------- --------- --------
$112,503 $ 11,594 $ (18,011) $ 659 $106,745
-------- -------- --------- --------- --------
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(a) Amounts include transfers to assets held for sale and asset write-offs as
more fully described in the Provisions for Restructuring and Unusual Charges
Note to the Consolidated Financial Statements, foreign currency translation
adjustments resulting from the provisions of Statement of Financial
Accounting Standards #52 and certain reclassifications of demonstration
equipment from inventory to property, plant and equipment.
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GENRAD, INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
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COL. A COL. B COL. C COL. D COL. E
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ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES (A) OF PERIOD
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Year ended January 1, 1994
Deducted from asset accounts:
Allowance for doubtful accounts.......... $1,251 $368 $157 $ 1,462
Year ended January 2, 1993
Deducted from asset accounts:
Allowance for doubtful accounts.......... $ 929 $650 $328 $ 1,251
Year ended December 28, 1991
Deducted from asset accounts:
Allowance for doubtful accounts.......... $ 702 $341 $114 $ 929
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(a) Uncollectable accounts written off, net of recoveries.
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GENRAD, INC. AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
(IN THOUSANDS)
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COL. A COL. B COL. C COL. D COL. E COL. F
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WEIGHTED
AVERAGE
MAXIMUM AVERAGE INTEREST
WEIGHTED AMOUNT AMOUNT RATE
BALANCE AVERAGE OUTSTANDING OUTSTANDING DURING
CATEGORY OF AGGREGATE AT END OF INTEREST DURING THE DURING THE THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD PERIOD(A) PERIOD(B)
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Year ended January 1, 1994:
Notes payable to banks......... $ 3,475 7.00% $ 5,999 $ 3,650 7.95%
Year ended January 2, 1993:
Notes payable to banks......... $ 4,713 13.78% $ 7,806 $ 6,068 11.16%
Year ended December 28, 1991:
Notes payable to banks......... $ 4,916 12.04% $11,430 $ 8,145 13.08%
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Notes payable to banks represent domestic borrowings by the registrant and
borrowings by foreign subsidiaries under line of credit borrowing arrangements.
(a) The average amount outstanding during the period was computed by dividing
the total of month-end outstanding principal balances by 12.
(b) The weighted average interest rate during the period was computed by
dividing the actual interest expense by average short-term debt outstanding
during the period.
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GENRAD, INC. AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION
(IN THOUSANDS)
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COL. A COL. B
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ITEM CHARGED TO COSTS AND EXPENSES
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YEARS ENDED
--------------------------------------------
JANUARY 1, JANUARY 2, DECEMBER 28,
1994 1993 1991
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Maintenance and repairs............................ $1,531 $1,879 $2,612
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Note: Amounts for depreciation and amortization of intangible assets; taxes,
other than payroll taxes and income taxes; royalties; and advertising are
not presented herein as such amounts are either less than 1% of total
sales and revenues or such amounts have been disclosed in the Consolidated
Financial Statements or Notes thereto, incorporated by reference herein.
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