SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2000
Commission file number: 0-16960
----------------
THE GENLYTE GROUP INCORPORATED
4360 Brownsboro Road
Louisville, Kentucky 40207
(502) 893-4600
Incorporated in Delaware I.R.S. Employer
Identification No. 22-2584333
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Name of Each Exchange
Title of Each Class on Which Registered
- --------------------------------------------------------------------------------
Common Stock, par value NASDAQ National Market System
$.0l per share
Number of shares of Common Stock (par value $.0l per share) outstanding as of
March 5, 2001: 13,305,275.
Aggregate market value of Common Stock (par value $.01 per share) held by
non-affiliates on March 5, 2001: $365,070,135.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark 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. [ ]
Documents Incorporated by Reference:
Document Part of Form 10-K
Portions of Annual Report to Stockholders
for the year ended December 31, 2000 Parts I, II, and IV
Proxy Statement for the Annual Meeting of
Stockholders to be held April 25, 2001 Part III
CONTENTS
PAGE
PART I
Item 1. Business..................................................... 2
Item 2. Properties................................................... 6
Item 3. Legal Proceedings............................................ 6
Item 4. Submission of Matters to a Vote of Security Holders.......... 7
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.......................................... 8
Item 6. Selected Financial Data...................................... 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk... 8
Item 8. Financial Statements and Supplementary Data.................. 10
Item 9. Change in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 10
PART III
Item 10. Directors and Executive Officers of the Registrant........... 11
Item 11. Executive Compensation....................................... 11
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 11
Item 13. Certain Relationships and Related Transactions............... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K..................................................... 12
SIGNATURES................................................................ 16
1
PART I
ITEM 1. BUSINESS
On August 30, 1998, The Genlyte Group Incorporated ("Genlyte") and Thomas
Industries Inc. ("Thomas") completed the combination of the business of Genlyte
with the lighting business of Thomas ("Thomas Lighting"), in the form of a
limited liability company named Genlyte Thomas Group LLC ("GTG"). Genlyte
contributed substantially all of its assets and liabilities to GTG and received
a 68% interest in GTG. Thomas contributed substantially all of the assets and
certain related liabilities of Thomas Lighting and received a 32% interest in
GTG.
Throughout this Form 10-K, the term "Company" as used herein refers to The
Genlyte Group Incorporated, including the consolidation of The Genlyte Group
Incorporated and all majority-owned subsidiaries.
The Company designs, manufactures, markets, and sells lighting fixtures and
controls for a wide variety of applications in the commercial, residential, and
industrial markets. The Company operates in these three industry segments
through the following divisions: Lightolier, Day-Brite, Crescent, Capri/Omega,
Chloride Systems, Controls, Hadco, Gardco, Wide-Lite, Stonco, and Thomas
Residential in the United States, and Canlyte, Thomas Lighting Canada, Lumec,
and Ledalite in Canada. The Company markets its products under the following
brand names:
In the U.S. -- Bronzelite, Capri, Chloride Systems, Crescent,
Day-Brite, Electro/Connect, Emco, ExceLine, Fibre
Light, Forecast, Gardco, Hadco, Ledalite, LightGuard,
Lightolier, Lightolier Controls, Lumec,
Lumec-Schreder, Matrix, mcPhilben, Omega, Starlight,
Stonco, Thomas, Translite Sonoma, Wide-Lite, and ZED.
In Canada -- All of the above plus C&M, CFI Fluorescent, Horizon,
Keene-Widelite, Lite-Energy, Prodel, and Uniglo.
The Company's products primarily utilize incandescent, fluorescent, and
high-intensity discharge (HID) light sources and are marketed primarily to
distributors who resell the products for use in new commercial, residential, and
industrial construction as well as in remodeling existing structures.
2
Because the Company does not principally sell directly to the end-user of its
products, management cannot determine precisely the percentage of its revenues
derived from the sale of products installed in each type of building or the
percentage of its products sold for new construction versus remodeling. The
Company's sales, like those of the lighting fixture industry in general, are
partly dependent on the level of activity in new construction and remodeling.
PRODUCTS AND DISTRIBUTION
The Company designs, manufactures, markets, and sells the following types of
products:
Indoor Fixtures: Incandescent, fluorescent, and HID lighting fixtures
and lighting controls for commercial, residential,
industrial, institutional, medical, and sports
markets, and task lighting for all markets.
Outdoor Fixtures: HID and incandescent lighting fixtures and
accessories for commercial, residential, industrial,
institutional, and sports markets.
The Company's products are marketed by independent sales representatives and
Company direct sales personnel who sell to distributors, electrical wholesalers,
mass merchandisers, and national accounts. In addition, the Company's products
are promoted through architects, engineers, contractors, and building owners.
The fixtures are principally sold throughout the United States, Canada, and
Mexico.
RAW MATERIALS SOURCES & AVAILABILITY
The Company purchases large quantities of raw materials and components -- mainly
steel, aluminum, ballasts, sockets, wire, plastic, lenses, glass, and corrugated
cartons -- from multiple sources. No significant supply problems have been
encountered in recent years. Relationships with vendors have been satisfactory.
SEASONAL EFFECT ON BUSINESS
There are no predictable significant seasonal effects on the Company's results
of operations.
PATENTS AND TRADEMARKS
The Company has a number of United States and foreign mechanical patents, design
patents, and registered trademarks. The Company maintains such protections by
periodic renewal of trademarks and payments of maintenance fees for issued
patents. The Company vigorously enforces its intellectual property rights. The
Company does not believe that a loss of any presently held patent or trademark
is likely to have a material adverse impact on its business.
3
WORKING CAPITAL
There are no unusual significant business practices at the Company that affect
working capital. The Company's terms of collection vary by division but are
generally consistent with general practices within the lighting industry. The
Company attempts to keep inventory levels at the minimum required to satisfy
customer requirements.
BACKLOG
Backlog was $95,887,000 as of December 31, 2000; $102,080,000 as of December 31,
1999; and $90,474,000 as of December 31, 1998. Substantially all the backlog at
December 31, 2000 is expected to be shipped in 2001.
COMPETITION
The Company's products are sold in competitive markets, in which are numerous
producers of each type of fixture. The principal measures of competition in
indoor and outdoor fixtures for the commercial, residential, and industrial
markets are price, service, design, and product performance.
RESEARCH AND DEVELOPMENT
The Company continues to develop new products to provide innovative lighting
solutions to meet the needs of its customers. Costs incurred for research and
development activities, as determined in accordance with generally accepted
accounting principles, were $8,510,000; $8,086,000; and $7,237,000 during 2000,
1999, and 1998, respectively.
EMPLOYEES
At December 31, 2000, the Company employed 3,317 union and nonunion production
workers and 2,257 engineering, administrative, and sales personnel.
Approximately 15% of the production workers are covered by collective bargaining
agreements that expire in 2001. Relationships with unions have been
satisfactory. Negotiation of collective bargaining agreements is not expected to
have a significant impact on 2001 production.
4
INTERNATIONAL OPERATIONS
The Company has international operations in Canada and Mexico. Information on
the Company's operations by geographical area for the last three fiscal years is
set forth in note 18 in the "Notes to Consolidated Financial Statements" section
of Genlyte's 2000 Annual Report to Stockholders (Exhibit 13 hereto), which is
incorporated herein by reference.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information in Items 1, 2, 3, 7 and 8 of
this Form 10-K include information that is forward looking. The matters referred
to in such information could be affected by the risks and uncertainties involved
in the Company's business. These risks and uncertainties include, but are not
limited to, the effect of economic and market conditions, new building
construction cycles, the impact of seasonal weather conditions on construction
activity, currency exchange rates, the level and volatility of interest rates,
economic and political conditions in international markets, including civil
unrest, government changes, and restrictions on the ability to transfer capital
across borders, the impact of legislative enactments, regulatory action and
changes in accounting standards and taxation requirements, environmental laws in
domestic and foreign jurisdictions, as well as certain other risks described in
this Form 10-K.
5
ITEM 2. PROPERTIES
The leased Corporate office of the Company is located in Louisville, Kentucky.
Because of the large number of individual locations and the diverse nature of
the operating facilities, specific description of each property owned and leased
by the Company is not necessary to an understanding of the Company's business.
All of the buildings are of steel, masonry, or concrete construction, are
generally in good condition, provide adequate and suitable space for the
operations of each location, and provide sufficient capacity for present and
foreseeable future needs. A summary of the Company's property follows:
23 Owned Facilities 52 Leased Facilities Combined Facilities
Nature of Facilities Total Square Feet Total Square Feet Total Square Feet
- -------------------- ----------------- ----------------- -----------------
Manufacturing Plants 1,895,000 410,000 2,305,000
Warehouses 1,211,000 559,000 1,770,000
Administrative Offices 341,000 170,000 511,000
Sales Offices -- 56,000 56,000
Other 99,000 4,000 103,000
--------- --------- ---------
Total 3,546,000 1,199,000 4,745,000
========= ========= =========
ITEM 3. LEGAL PROCEEDINGS
Genlyte was named as one of a number of corporate and individual defendants in
an adversary proceeding filed on June 8, 1995, arising out of the Chapter 11
bankruptcy filing of Keene Corporation ("Keene"). Except for the last count, as
discussed below, the claims and causes of action set forth in the June 8, 1995
complaint (the "complaint") are substantially the same as were brought against
Genlyte in the U.S. District Court in New York in August 1993 (which original
proceeding was permanently enjoined as a result of Keene's reorganization plan).
The complaint is being prosecuted by the Creditors Trust created for the benefit
of Keene's creditors (the "Trust"), seeking from the defendants, collectively,
damages in excess of $700 million, rescission of certain asset sale and stock
transactions, and other relief. With respect to Genlyte, the complaint (some of
the claims of which have since been restricted, as noted below) principally
maintains that certain lighting assets of Keene were sold to a predecessor of
Genlyte in 1984 at less than fair value, while both Keene and Genlyte were
wholly-owned subsidiaries of Bairnco Corporation ("Bairnco"). The complaint also
challenges Bairnco's spin-off of Genlyte in August 1988. Other allegations are
that Genlyte, as well as other corporate defendants, are liable as corporate
successors to Keene. The complaint fails to specify the amount of damages sought
against Genlyte. The complaint also alleges a violation of the Racketeer
Influenced and Corrupt Organizations Act ("RICO").
6
Following confirmation of the Keene reorganization plan, the parties moved to
withdraw the case from bankruptcy court to the Southern District of New York
Federal District Court. The case is now pending before the Federal District
Court. On October 13, 1998, the Court issued an opinion dismissing certain
counts as to Genlyte and certain other corporate defendants. In particular, the
Court dismissed the count of the complaint against Genlyte that alleged the 1988
spin-off was a fraudulent transaction, and the count alleging a violation of
RICO. The Court also denied a motion to dismiss the challenge to the 1984
transaction on statute of limitations grounds and ruled that the complaint
should not be dismissed for failure to specifically plead fraud.
On January 5 and 6, 1999, the Court rendered additional rulings further
restricting the claims by the Trust against Genlyte and other corporate
defendants, and dismissing the claims against all remaining individual
defendants except one. The primary effect of the rulings with respect to claims
against Genlyte was to require the Trust to prove that the 1984 sale of certain
lighting assets of Keene was made with actual intent to defraud present and
future creditors of Genlyte's predecessor.
Discovery, which was stayed since commencement of the action, is now ongoing.
Genlyte has filed its answer to the complaint, denying liability, and is in the
process of responding to and requesting discovery. Genlyte believes that it has
meritorious defenses to the adversary proceeding and will defend said action
vigorously.
Additionally, the Company is a defendant and/or potentially responsible party,
with other companies, in actions and proceedings under state and Federal
environmental laws including the Federal Comprehensive Environmental Response
Compensation and Liability Act, as amended. Management does not believe that the
disposition of the lawsuits and/or proceedings will have a material effect on
the Company's financial condition, results of operations, or liquidity.
In the normal course of business, the Company is a party to legal proceedings
and claims. When costs can be reasonably estimated, appropriate liabilities or
reserves for such matters are recorded. While management currently believes the
amount of ultimate liability, if any, with respect to these actions will not
materially affect the financial condition, results of operations, or liquidity
of the Company, the ultimate outcome of any litigation is uncertain. Were an
unfavorable outcome to occur, the impact could be material to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
a. and c. Data regarding market price of Genlyte's common stock is included in
note 19 in the "Notes to Consolidated Financial Statements" section
of Genlyte's 2000 Annual Report to Stockholders (Exhibit 13 hereto),
which is incorporated herein by reference. Genlyte's common stock is
traded on the NASDAQ National Market System under the symbol "GLYT".
Information concerning dividends and restrictions thereon and
Preferred Stock Purchase Rights are included in note 10 in the "Notes
to Consolidated Financial Statements" section of Genlyte's 2000
Annual Report to Stockholders, which is incorporated herein by
reference.
b. The approximate number of common equity security holders is as
follows:
Approximate Number of
Holders of Record as of
Title of Class Year-end 2000
------------------------------------------------------------
Common Stock,
par value $.0l per share 1,225
ITEM 6. SELECTED FINANCIAL DATA
The information required for this item is included in Genlyte's 2000 Annual
Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Reference is made to the "Management's Discussion and Analysis" section of
Genlyte's 2000 Annual Report to Stockholders (Exhibit 13 hereto), which is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk for interest rates, prices of raw
materials and component parts, and foreign currency exchange rates in the
operation of its business. Each of these risks is discussed below.
8
The Company earns interest income on its cash and cash equivalents and pays
interest expense on its short-term borrowings and long-term debt. Because of
variable interest rates, the Company is exposed to risk of interest rate
fluctuations. However, because of its relatively low level of net debt,
management currently believes this risk is not material to the Company's
operating results. The Company does not use derivative financial products such
as interest rate hedges or swaps. Based upon December 31, 2000 debt levels, a
hypothetical 1% increase in interest rates would result in an annualized
increase of approximately $693,000 in interest expense, and a partially
offsetting increase in interest income. The estimated increase is based upon no
change in the volume or composition of debt at December 31, 2000. A significant
increase in debt could make the risk of interest rate fluctuations material to
the Company's operating results.
The Company purchases large quantities of raw materials and components --
mainly steel, aluminum, ballasts, sockets, wire, plastic, lenses, glass, and
corrugated cartons. The Company's operating results could be affected by the
availability and price fluctuations of these materials. The Company uses
multiple suppliers, has alternate suppliers for most materials, and has no
significant dependence on any single supplier. No consequential supply problems
have been encountered in recent years. Price risk for these materials is related
to increases in commodity items that effect all users of the materials,
including our competitors. In recent years, few of these materials have had
volatile prices, and the primary price trend has been slightly downward.
Historically, significant price increases in these materials have been passed
along in industry-wide price adjustments to customers, mitigating the Company's
exposure to supplier price fluctuations. The Company does not actively hedge or
use derivative instruments to manage its risk in this area.
In 2000, approximately 14% of the Company's net sales were generated from
operations in Canada, the majority of which were products manufactured and sold
within Canada. As of December 31, 2000, approximately 20% of the Company's total
assets were in Canada. The Company's financial condition and operating results
are affected by changes in Canadian dollar exchange rates, but management does
not regard this risk as material and, therefore, does not actively hedge or use
derivative instruments to manage risk in this area.
9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" sections of Genlyte's 2000 Annual Report to
Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.
Financial statement schedules are included in Part IV of this filing.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to the Directors of Genlyte is included in
the "Election of Directors" section of the Proxy Statement for the 2001 Annual
Meeting of Stockholders of Genlyte, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required with respect to executive compensation is included in
the "Compensation of Directors" and "Compensation Committee Report on Executive
Compensation" sections of the Proxy Statement for the 2001 Annual Meeting of
Stockholders of Genlyte, which has been filed with the Securities and Exchange
Commission and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required with respect to security ownership is included in the
"Voting Securities and Principal Holders Thereof" section of the Proxy Statement
for the 2001 Annual Meeting of Stockholders of Genlyte, which has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required with respect to relationships is included in the
"Compensation Committee Interlocks and Insider Participation" and "Voting
Securities and Principal Holders Thereof" sections of the Proxy Statement for
the 2001 Annual Meeting of Stockholders of Genlyte, which has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a) 1) FINANCIAL STATEMENTS
The following information is incorporated herein by reference to
Genlyte's 2000 Annual Report to Stockholders (Exhibit 13 hereto):
Report of Independent Public Accountants
Consolidated Statements of Income for the years ended December 31,
2000, 1999, and 1998
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999, and 1998
Consolidated Statements of Stockholders' Investment for the years ended
December 31, 2000, 1999, and 1998
Notes to Consolidated Financial Statements
2) FINANCIAL STATEMENT SCHEDULE
Report of Independent Public Accountants on Financial Statement
Schedule
Schedule II -- Valuation and Qualifying Accounts for the years ended
December 31, 2000, 1999, and 1998.
Other schedules are omitted because of the absence of conditions under
which they are required or because the required information is included
in the consolidated financial statements or notes thereto.
b) REPORTS ON FORM 8-K
There were no reports on Form 8-K for the three months ended December 31, 2000.
A Form 8-K was filed on March 8, 2001 providing a preliminary release of the
Company's comparative financial statements for the year ended December 31, 2000,
without footnotes and without the auditor's opinion.
12
c) EXHIBITS
Incorporated by
Description Reference to
- ----------- ------------
- - Master Transaction Agreement dated Exhibit 2.1 to Genlyte's Form 8-K
April 28, 1998 by and between Thomas filed with the Securities and
and Genlyte Exchange Commission on July 24,
1998
- - Limited Liability Company Agreement Exhibit 2.2 to Genlyte's Form 8-K
of GT Lighting, LLC (now named filed with the Securities and
Genlyte Thomas Group LLC) dated April Exchange Commission on July 24,
28, 1998 by and among Thomas, Genlyte 1998
and GTG
- - Capitalization Agreement dated April Exhibit 2.3 to Genlyte's Form 8-K
28, 1998 by and among GTG and Thomas filed with the Securities and
and certain of its affiliates Exchange Commission on July 24,
1998
- - Capitalization Agreement dated April Exhibit 2.4 to Genlyte's Form 8-K
28, 1998 by and between GTG and filed with the Securities and
Genlyte Exchange Commission on July 24,
1998
- - Amended and Restated Certificate of Exhibit 3(a) to Genlyte's Form 10-K
Incorporation of Genlyte, dated May filed with the Securities and
9, 1990 Exchange Commission in March 1993
- - Amended and Restated Certificate of Exhibit 3(b) to Genlyte's
Incorporation of Genlyte, dated Registration Statement on Form 8 as
August 2, 1988 filed with the Securities and
Exchange Commission on August 3,
1988
- - Amended and Restated By-laws of Exhibit 3(c) to Genlyte's
Genlyte, as adopted on May 16, 1988 Registration Statement on Form 8 as
filed with the Securities and
Exchange Commission on August 3,
1988
- - Form of Stock Certificate for Genlyte Exhibit 4(a) to Genlyte's
Common Stock Registration Statement on Form 8 as
filed with the Securities and
Exchange Commission on August 3,
1988
- - Loan Agreements between Genlyte and Exhibit 4(c) to Genlyte's Form 10-K
Jobs for Fall River, Inc., dated as filed with the Securities and
of July 13, 1994 Exchange Commission on March 30,
1995
- - Rights Agreement between Genlyte and Exhibit 4.1 to Genlyte's Form 8-A
The Bank of New York, as Rights filed with the Securities and
Agent, dated as of September 13, 1999 Exchange Commission on September
15, 1999
13
Incorporated by
Description Reference to
- ----------- ------------
- - Credit Agreement between GTG and the Exhibit 10 to Genlyte's Form 10-Q
applicable banks named therein, dated filed with the Securities and
as of August 30, 1998 Exchange Commission on November 16,
1998
- - Stock Purchase Agreement between Exhibit 10(a) to Genlyte's
Genlyte and purchasers of Genlyte Registration Statement on Form 8 as
Class B Stock, dated as of June 17, filed with the Securities and
1988 Exchange Commission on August 3,
1988
- - Loan Agreement between Genlyte and Exhibit 10(b) to Genlyte's Form
the New Jersey Economic Development 10-K filed with the Securities and
Authority dated April 1, 1990, Exchange Commission in March 1991
replacing the First Mortgage and
Security Agreement between the New
Jersey Economic Development Authority
and KCS Lighting, Inc., dated
December 20, 1984 (assigned to and
assumed by Genlyte effective December
31, 1986)
- - Loan Agreement between Genlyte and Exhibit 10(c) to Genlyte's Form
New Jersey Economic Development 10-K filed with the Securities and
Authority dated June 1, 1990, Exchange Commission in March 1991
replacing the Loan Agreement between
KCS Lighting, Inc. and the New Jersey
Economic Development Authority, dated
December 20, 1984 (assigned to and
assumed by Genlyte effective December
31, 1986)
- - Financing agreement between Genlyte Exhibit 10(a) to Genlyte's Form
Thomas Group Nova Scotia ULC and Bank 10-K filed with the Securities and
of Montreal, dated December 22, 1999 Exchange Commission on March 24,
2000
- - Financing agreement between Genlyte Exhibit 10(b) to Genlyte's Form
Thomas Group Nova Scotia ULC and The 10-K filed with the Securities and
Toronto-Dominion Bank, dated December Exchange Commission on March 24,
22, 1999 2000
- - Financing agreement between Genlyte Exhibit 10(c) to Genlyte's Form
Thomas Group Nova Scotia ULC and 10-K filed with the Securities and
Royal Bank of Canada, dated December Exchange Commission on March 24,
22, 1999 2000
14
Incorporated by
Description Reference to
- ----------- ------------
- - Merger and Assumption Agreement, Exhibit 10(d) to Genlyte's Form
dated as of December 28, 1990, by and 10-K filed with the Securities and
between Genlyte and Lightolier Exchange Commission in March 1991
- - Management Incentive Compensation Plan Exhibit 10(i) to Genlyte's
Registration Statement on Form 8 as
filed with the Securities and
Exchange Commission on August 3,
1988
- - Genlyte 1988 Stock Option Plan Exhibit 10(j) to Genlyte's
Registration Statement on Form 8 as
filed with the Securities and
Exchange Commission on August 3,
1988
- - Genlyte 1998 Stock Option Plan Annex A to Genlyte's Proxy
Statement (Form DEF 14A) for the
1998 Annual Meeting of Stockholders
of Genlyte as filed with the
Securities and Exchange Commission
on March 23, 1998
- - Tax Sharing Agreement between Genlyte Exhibit 10(k) to Genlyte's
and Bairnco Corporation, dated July Registration Statement on Form 8 as
15, 1988 filed with the Securities and
Exchange Commission on August 3,
1988
- - Financial Statements of Business Exhibits 99.1 through 99.16 to
Acquired and Pro Forma Financial Genlyte's Form 8-K/A filed with the
Information related to the formation Securities and Exchange Commission
of GTG on November 5, 1998
- - Form of Employment Protection Exhibit 99 to Genlyte's Form 10-K
Agreement between Genlyte and certain filed with the Securities and
key executives Exchange Commission on March 26,
1999
Other Exhibits included herein:
10(a) Loan agreement between GTG and Adams County Industrial Development
Authority, dated as of May 1, 2000
11 Calculation of Basic and Diluted Earnings per Share
13 Portions of the Annual Report to Stockholders for the year ended
December 31, 2000, incorporated herein by reference
18 Letter re Change in Accounting Principle
21 Subsidiaries of The Genlyte Group Incorporated
23 Consent of Independent Public Accountants
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Genlyte has
duly caused this Annual Report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
Registrant
Date: March 23, 2001 By /s/ WILLIAM G. FERKO
------------------------ --------------------------------
William G. Ferko
V.P. Finance, CFO & Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of Genlyte and in the
capacities and on the date indicated.
/s/ LARRY POWERS March 23, 2001
- ------------------------------------- ------------------
Larry Powers - Chairman of the Board
President &
Chief Executive Officer
/s/ AVRUM I. DRAZIN March 23, 2001
- ------------------------------------- ------------------
Avrum I. Drazin - Chairman Emeritus
Director
/s/ DAVID M. ENGELMAN March 23, 2001
- ------------------------------------- ------------------
David M. Engelman - Director
/s/ FRANK METZGER March 23, 2001
- ------------------------------------- ------------------
Frank Metzger - Director
/s/ ZIA EFTEKHAR March 23, 2001
- ------------------------------------- ------------------
Zia Eftekhar - Director
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Genlyte Group Incorporated:
We have audited in accordance with auditing standards generally accepted in the
United States the consolidated financial statements included in The Genlyte
Group Incorporated Annual Report to Stockholders for the year ended December 31,
2000, incorporated by reference in this Form 10-K, and have issued our report
thereon dated January 19, 2001. Our audits were made for the purpose of forming
an opinion on those statements taken as a whole. The schedule listed in Item
14a(2) is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Louisville, Kentucky
January 19, 2001
17
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
($ in thousands)
Additions Additions Additions
Balance at From Charged to Charged Balance
Beginning Companies Costs and to Other at End
of Year Acquired Expenses Accounts Deductions of Year
-------- -------- -------- -------- ---------- -------
(1) (2) (3)
YEAR ENDED 12/31/00
Allowance for
Doubtful Accounts $ 14,910 $ 223 $ (718) $ -- $ (3,401) $ 11,014
YEAR ENDED 12/31/99
Allowance for
Doubtful Accounts $ 10,907 $ 2,986 $ 4,113 $ 824 $ (3,920) $ 14,910
YEAR ENDED 12/31/98
Allowance for $ 6,864 $ 1,407 $ 3,172 $ -- $ (536) $ 10,907
Doubtful Accounts
(1) The amount in 1998 represents the balance acquired from Thomas Lighting.
The amount in 1999 represents $360 acquired from Ledalite and $2,626 of
adjustments to the Thomas Lighting balance. The amount in 2000 represents
$35 acquired from Translite Sonoma and $188 acquired from Chloride Systems.
(2) The amount in 2000 is a credit to income resulting from a reduction in the
allowance due to improvement in the quality of accounts receivable.
(3) Represents uncollectible accounts written off, less recoveries of accounts
previously written off.
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