- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2001 Commission File Number 0-16960 --------------- THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES 4360 BROWNSBORO ROAD LOUISVILLE, KY 40207 (502) 893-4600 Incorporated in Delaware I.R.S. Employer Identification No. 22-2584333 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 [ ] The number of shares outstanding of the issuer's common stock as of August 6, 2001 was 13,365,701. - -------------------------------------------------------------------------------- THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001 CONTENTS PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Statements of Income for the three months ended June 30, 2001 and July 1, 2000......................1 Consolidated Statements of Income for the six months ended June 30, 2001 and July 1, 2000......................2 Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000..............................3 Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and July 1, 2000......................4 Notes to Consolidated Interim Financial Statements.................5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.........................9 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................13 Signatures...........................................................14 i PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND JULY 1, 2000 (Dollars in thousands, except per share data) (Unaudited) 2001 2000 -------- -------- Net sales $257,842 $253,214 Cost of sales 167,187 166,276 -------- -------- Gross profit 90,655 86,938 Selling and administrative expenses 66,125 63,926 Amortization of goodwill and other intangible assets 1,499 1,074 -------- -------- Operating profit 23,031 21,938 Interest expense, net of interest income 1,124 683 Minority interest 6,676 6,388 -------- -------- Income before income taxes 15,231 14,867 Income tax provision 6,092 6,246 -------- -------- Net income $ 9,139 $ 8,621 ======== ======== Earnings per share Basic $ 0.69 $ 0.64 Diluted $ 0.68 $ 0.63 The accompanying notes are an integral part of these consolidated financial statements. 1 THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JULY 1, 2000 (Dollars in thousands, except per share data) (Unaudited) 2001 2000 -------- -------- Net sales $502,637 $499,574 Cost of sales 326,635 328,696 -------- -------- Gross profit 176,002 170,878 Selling and administrative expenses 130,397 126,893 Amortization of goodwill and other intangible assets 2,999 2,119 -------- -------- Operating profit 42,606 41,866 Interest expense, net of interest income 2,244 1,540 Minority interest 12,292 12,265 -------- -------- Income before income taxes 28,070 28,061 Income tax provision 11,228 11,786 -------- -------- Net income $ 16,842 $ 16,275 ======== ======== Earnings per share Basic $ 1.27 $ 1.20 Diluted $ 1.25 $ 1.18 The accompanying notes are an integral part of these consolidated financial statements 2 THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2001 AND DECEMBER 31, 2000 (Dollars in thousands) (Unaudited) 6/30/2001 12/31/2000 ----------- ---------- Assets: Current Assets: Cash and cash equivalents $ 19,742 $ 23,785 Accounts receivable, less allowance for doubtful accounts of $10,452 and $11,014, respectively 163,140 142,784 Inventories: Raw materials 51,508 55,651 Work in process 12,787 13,484 Finished goods 77,353 82,122 -------- -------- Total inventories 141,648 151,257 Other current assets 31,195 29,899 -------- -------- Total current assets 355,725 347,725 Property, plant and equipment, at cost 360,858 349,239 Less: accumulated depreciation and amortization 248,551 236,238 -------- -------- Net property, plant and equipment 112,307 113,001 Goodwill, net of accumulated amortization 137,715 140,312 Other assets 32,215 34,845 -------- -------- Total Assets $637,962 $635,883 ======== ======== Liabilities & Stockholders' Investment: Current Liabilities: Short-term borrowings and current portion of long-term debt $ 4,735 $ 2,661 Accounts payable 87,981 96,794 Accrued expenses 65,671 76,096 -------- -------- Total current liabilities 158,387 175,551 Long-term debt 58,145 66,652 Deferred income taxes 34,390 32,508 Minority interest 120,075 111,000 Other liabilities 21,357 23,007 -------- -------- Total liabilities 392,354 408,718 Stockholders' Investment: Common stock 134 133 Additional paid-in capital 9,422 7,557 Retained earnings 206,453 189,611 Accumulated other comprehensive income 29,599 29,864 -------- -------- Total stockholders' investment 245,608 227,165 -------- -------- Total Liabilities & Stockholders' Investment $637,962 $635,883 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 3 THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JULY 1, 2000 (Dollars in thousands) (Unaudited) 2001 2000 -------- -------- Cash Flows From Operating Activities: Net income $ 16,842 $ 16,275 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,498 13,642 Net (gain) loss from disposals of plant and equipment (6) 1,187 (Increase) decrease in: Accounts receivable (20,356) (3,758) Inventories 9,609 (2,620) Other current assets (1,296) 349 Other assets 2,228 601 Increase (decrease) in: Accounts payable and accrued expenses (19,238) (8,860) Deferred income taxes 1,882 (30) Minority interest 9,075 6,958 Other liabilities (1,650) 613 All other, net (439) 735 -------- -------- Net cash provided by operating activities 12,149 25,092 -------- -------- Cash Flows From Investing Activities: Purchases of plant and equipment (11,083) (13,975) -------- -------- Cash Flows From Financing Activities: Increase in short-term borrowings 2,100 -- Proceeds from long-term debt 9,000 7,600 Reduction of long-term debt (17,533) (841) Purchases of treasury stock (25) (3,289) Stock options exercised 1,614 551 -------- -------- Net cash provided by (used in) financing activities (4,844) 4,021 -------- -------- Effect of exchange rate changes on cash and cash equivalents (265) (867) -------- -------- Net increase (decrease) in cash and cash equivalents (4,043) 14,271 Cash and cash equivalents at beginning of period 23,785 22,660 -------- -------- Cash and cash equivalents at end of period $ 19,742 $ 36,931 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest, net of interest received $ 2,748 $ 1,277 Income taxes, net of refunds of $2,679 in 2001 and $39 in 2000 $ 7,985 $ 13,135 The accompanying notes are an integral part of these consolidated financial statements. 4 THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2001 (Dollars in thousands) (Unaudited) 1. Basis of Presentation --------------------- Throughout this Form 10-Q, 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 term "Genlyte" as used herein refers only to The Genlyte Group Incorporated. The financial information presented is unaudited (except that as of December 31, 2000), however, such information reflects all adjustments, consisting solely of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The financial information has been prepared in accordance with rules and regulations of the Securities and Exchange Commission for Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. For further information refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The results of operations for the six-month period ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. 2. Use of Estimates ---------------- Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from these estimates. 3. Comprehensive Income -------------------- For the three months ended June 30, 2001 and July 1, 2000 total comprehensive income was $10,839 and $7,843, respectively. For the six months ended June 30, 2001 and July 1, 2000 total comprehensive income was $16,577 and $15,408, respectively. Other than net income, the only component of total comprehensive income during the periods was gain or (loss) on foreign currency translation of $1,700 and $(778) for the three months ended June 30, 2001 and July 1, 2000 and $(265) and $(867) for the six months ended June 30, 2001 and July 1, 2000, respectively. 5 4. Earnings Per Share ------------------ The calculation of the average common shares outstanding assuming dilution for the three months ended June 30, 2001 and July 1, 2000 follows: 2001 2000 ------ ------ (Amounts in thousands) Average common shares outstanding 13,340 13,566 Incremental common shares issuable: Stock option plans 142 99 ------ ------ Average common shares outstanding assuming dilution 13,482 13,665 ====== ====== The calculation of the average common shares outstanding assuming dilution for the six months ended June 30, 2001 and July 1, 2000 follows: 2001 2000 ------ ------ (Amounts in thousands) Average common shares outstanding 13,304 13,641 Incremental common shares issuable: Stock option plans 130 121 ------ ------ Average common shares outstanding assuming dilution 13,434 13,762 ====== ====== 5. Segment Reporting ----------------- The Company's reportable operating segments include the Commercial Segment, the Residential Segment, and the Industrial and Other Segment. Inter-segment sales are eliminated in consolidation and therefore not presented in the table below. For the three months ended June 30, 2001 and July 1, 2000: Industrial Commercial Residential and Other Total ---------- ----------- ---------- ---------- 2001 Net sales $188,052 $ 34,515 $ 35,275 $257,842 Operating profit $ 17,404 $ 2,924 $ 2,703 $ 23,031 2000 Net sales $182,052 $ 35,771 $ 35,391 $253,214 Operating profit $ 16,287 $ 2,492 $ 3,159 $ 21,938 6 For the six months ended June 30, 2001 and July 1, 2000: Industrial Commercial Residential and Other Total ---------- ----------- ---------- ---------- 2001 Net sales $364,218 $ 67,770 $ 70,649 $502,637 Operating profit $ 31,812 $ 5,501 $ 5,293 $ 42,606 2000 Net sales $357,381 $ 70,523 $ 71,670 $499,574 Operating profit $ 30,617 $ 4,742 $ 6,507 $ 41,866 The Company has operations throughout North America. Information about the Company's operations by geographical area for the three months ended June 30, 2001 and July 1, 2000 follows. Foreign balances represent activity in Canadian operations. United States Foreign Total ------------- --------- --------- 2001 Net sales $219,335 $ 38,507 $257,842 Operating profit $ 19,196 $ 3,835 $ 23,031 2000 Net sales $220,436 $ 32,778 $253,214 Operating profit $ 18,274 $ 3,664 $ 21,938 Information about the Company's operations by geographical area for the six months ended June 30, 2001 and July 1, 2000 follows. United States Foreign Total ------------- --------- --------- 2001 Net sales $430,170 $ 72,467 $502,637 Operating profit $ 36,406 $ 6,200 $ 42,606 2000 Net sales $436,658 $ 62,916 $499,574 Operating profit $ 36,049 $ 5,817 $ 41,866 No material changes have occurred in total assets since December 31, 2000. 7 6. New Accounting Standards ------------------------ In July 2001, the FASB issued Statements of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141) and No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS No. 141 eliminates the pooling-of-interests method and requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. It also requires intangible assets acquired in a business combination to be recognized separately from goodwill. SFAS No. 141 is expected to have no future impact on the Company's financial position or results of operations with respect to business combination transactions that have occurred prior to June 30, 2001. The primary impact to the Company will be in the allocation of the purchase price of any future acquisitions between goodwill and other intangible assets. SFAS No. 142 addresses how goodwill and other intangible assets should be accounted for upon their acquisition and afterwards. The Company is currently analyzing the impact of this statement, which is required to be adopted January 1, 2002. The primary impact of SFAS No. 142 on the Company is that existing goodwill and intangible assets with indefinite lives will no longer be amortized beginning in 2002. The Company has no intangible assets with indefinite lives, but has goodwill with a gross book value of $170 million at June 30, 2001. Intangible assets with finite lives will continue to be amortized, and the Company has $23 million of such assets at June 30, 2001, consisting primarily of license and non-competition agreements. Instead of amortization, goodwill will be subject to an assessment for impairment by applying a fair-value-based test annually, and more frequently if circumstances indicate a possible impairment. If the carrying amount of goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Management estimates that, based on June 30, 2001 goodwill balances, the Company will report lower amortization of goodwill and other intangible assets and higher operating profit of approximately $1.3 million per quarter or $5.2 million annually. Management has not yet determined its methodology for measuring goodwill impairment and therefore whether any goodwill impairment losses are likely to be recorded upon adoption of SFAS No. 142. 7. Reclassifications ----------------- In compliance with Emerging Issues Task Force issue 00-10, the Company began in the fourth quarter of 2000 to include in net sales all amounts billed to customers that relate to shipping and handling. Previously, such revenue was netted against the related costs, which were classified as selling and administrative expenses. Prior year amounts have been reclassified to conform to the current year presentation, with the effect of increasing net sales and increasing selling and administrative expenses by $1,878 and $3,583 for the three months and six months ended July 1, 2000, respectively. Also, in the fourth quarter of 2000, the Company began to show amortization of goodwill and other intangible assets as a separate line item in the consolidated statements of income. Prior year amounts again have been reclassified to conform to the current year presentation. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS - --------------------- Comparison of Second Quarter 2001 to Second Quarter 2000 - -------------------------------------------------------- Net sales for the second quarter of 2001 were $257.8 million, an increase of 1.8% compared to 2000 second quarter net sales of $253.2 million. Sales for the second quarter of 2001 included Translite Sonoma and Chloride Systems, which were purchased in September and October, respectively, of 2000. Without these two acquisitions, sales for the second quarter of 2001 would have been 2.3% less than the second quarter of 2000. The general economic slowdown that began in the fourth quarter of 2000 continues to impact the Company's sales in the commercial and industrial markets. Also, the weakening of the Canadian dollar during the second quarter of 2001 compared to the second quarter of 2000 decreased U.S. dollar sales of Canadian operations approximately $1.2 million. Net income for the second quarter of 2001 was $9,139,000 ($0.68 per share), an increase of 6.0% over the second quarter 2000 net income of $8,621,000 ($0.63 per share). Without the acquisitions of Translite Sonoma and Chloride Systems, net income for the second quarter of 2001 would have been $8,924,000, an increase of 3.5% over the second quarter of 2000. Cost of sales for the second quarter of 2001 was 64.8% of net sales, compared to 65.7% in the second quarter of 2000. The Company has realized some raw materials cost savings, particularly in aluminum, steel, and ballasts. In addition, the residential segment was able to sell some of its obsolete do-it-yourself inventory at substantially reduced prices. No cost of sales was recorded because this inventory previously had been fully reserved for. Selling and administrative expenses for the second quarter of 2001 were 25.6% of net sales, compared to 25.2% in the second quarter of 2000. The increase was primarily due to the bad debt provision being more favorable during the second quarter of 2000 compared to the second quarter of 2001 because of an improvement in the quality of accounts receivable in 2000. Net interest expense increased 64.6% to $1,124,000 in the second quarter of 2001 from $683,000 in the second quarter of 2000. The increase was the result of the average level of net debt (total debt minus cash and cash equivalents) increasing by 80%, offset by lower interest rates. The increase in debt was primarily to fund the Translite Sonoma and Chloride Systems acquisitions in 2000 and to fund an increase in working capital in 2001. The effective tax rate was 40.0% for the second quarter of 2001 compared to 42.0% for the second quarter of 2000. The decrease in the effective rate is because of lower Canadian tax rates and lower effective state tax rates. The apportionment of income among states has been changing because of recent acquisitions and restructuring of legal entities. 9 Comparison of First Six Months 2001 to First Six Months 2000 - ------------------------------------------------------------ Net sales for the first six months of 2001 were $502.6 million, an increase of 0.6% compared to net sales of $499.6 million in the first six months of 2000. Sales for the first six months of 2001 included Translite Sonoma and Chloride Systems. Without these two acquisitions, sales for the first six months of 2001 would have been 3.4% less than the first six months of 2000. The general economic slowdown that began in the fourth quarter of 2000 continues to impact the Company's sales in the commercial and industrial markets. Also, the weakening of the Canadian dollar during the first six months of 2001 compared to the first six months of 2000 decreased U.S. dollar sales of Canadian operations approximately $3.3 million. Net income for the first six months of 2001 was $16,842,000 ($1.25 per share), an increase of 3.5% over the net income of $16,275,000 ($1.18 per share) in the first six months of 2000. Without the acquisitions of Translite Sonoma and Chloride Systems, net income for the first six months of 2001 would have been $16,508,000, an increase of 1.4% over the first six months of 2000. Cost of sales for the first six months of 2001 was 65.0% of net sales, compared to 65.8% in the first six months of 2000. The Company has realized some raw materials cost savings, particularly in aluminum, steel, and ballasts. In addition, the residential segment was able to sell some of its obsolete do-it-yourself inventory at substantially reduced prices. No cost of sales was recorded because this inventory previously had been fully reserved for. Selling and administrative expenses for the first six months of 2001 were 25.9% of net sales, compared to 25.4% in the first six months of 2000. The increase was primarily due to increased freight costs during the first quarter and the less favorable bad debt provision referred to above in the second quarter. Net interest expense increased 45.7% to $2,244,000 in the first six months of 2001 from $1,540,000 in the first six months of 2000. The increase was the result of the average level of net debt increasing by 70%, offset by lower interest rates. The increase in debt was primarily to fund the Translite Sonoma and Chloride Systems acquisitions in 2000 and to fund an increase in working capital in 2001. The effective tax rate was 40.0% for the first six months of 2001 compared to 42.0% for the first six months of 2000. The decrease in the effective rate is because of lower Canadian tax rates and lower effective state tax rates. The apportionment of income among states has been changing because of recent acquisitions and restructuring of legal entities. 10 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company focuses on its level of net debt (total debt minus cash and cash equivalents), its level of working capital, and its current ratio as its most important measures of short-term liquidity. For long-term liquidity, the Company considers its ratio of total debt to total capital employed (total debt plus total stockholders' investment) and trends in net debt and cash provided by operating activities to be the most important measures. From both a short-term and a long-term perspective, the Company's liquidity is strong. Net debt decreased to $43.2 million at June 30, 2001, compared to $45.5 million at December 31, 2000. Total debt decreased to $62.9 million at June 30, 2001, compared to $69.3 million at December 31, 2000, while cash and cash equivalents decreased to $19.7 million at June 30, 2001, compared to $23.8 million at December 31, 2000. The decrease in total debt was primarily due to payments on the Company's revolving credit facility during the second quarter. Working capital at June 30, 2001 was $197.3 million, compared to $172.2 million at December 31, 2000. This increase was primarily due to a $20.4 million increase in accounts receivable, an $8.8 million decrease in accounts payable, and an $10.4 million decrease in accrued expenses, offset by a $9.6 million decrease in inventories. Accounts receivable increased in the first six months because of higher sales volume in the second quarter of 2001 vs. the fourth quarter of 2000 and because of an increase in granting extended payment terms to customers. Increased extended payment terms accounted for approximately $8.1 million of the increase in accounts receivable. Accounts payable decreased because the Company obtained more favorable payment terms at December 31, 2000 and because 2001 purchasing levels have been reduced in order to decrease inventories. Accrued expenses decreased as usual because of accrued liabilities for bonuses, profit sharing, and customer rebates, which build during the year and are paid out in the first quarter. These accrued liabilities decreased $11.1 million from December 31, 2000 levels. Inventories decreased because of management's intention to control production and reverse the build up of inventories that had occurred in the last half of last year. The current ratio increased to 2.2 at June 30, 2001 from 2.0 at December 31, 2000. The ratio of total debt to total capital employed remained low by Company historical standards at 20.4% compared to 23.4% at December 31, 2000. The June 2001 ratio was the lowest ratio in the last fifteen years. During the first six months of 2001, the Company provided $12.1 million cash by operating activities. Although the Company provided $25.1 million cash from operating activities in 2000, that was unusually high; it is normal for the Company to provide less cash in the first six months and much more in the last six months. Management expects operating activities to provide more cash during the last half of 2001 than were provided in the first half. Cash used in investing activities is comprised of normal purchases of plant and equipment. Purchases of plant and equipment in the first six months of 2001 were $11.1 million, or $2.9 million less than the first six months of 2000. 11 In the second quarter of 2000 the Company obtained a $7.6 million industrial revenue bond to finance a plant expansion and paint line at one of the divisions. Also, the Company has plans to spend approximately $30 million to build and relocate into a new 300,000 square foot HID (high intensity discharge) manufacturing plant in San Marcos, Texas, replacing current multiple facilities. Both of these projects are on hold until the economy and the Company's sales strengthen. Cash used in financing activities during the first six months of 2001 was $4.8 million, with a net decrease in debt of $6.4 million and $1.6 million provided by stock options exercised. Very little treasury stock has been purchased in 2001 under the share repurchase program that expired on February 22 or the new program announced on April 25. The Company can repurchase up to 5% or approximately 670,000 shares of its outstanding common stock over a period of twelve months. The Company has a $150 million revolving credit facility with Bank of America that matures in August 2003. At June 30, 2001 the Company had no borrowings and $45.9 million in outstanding letters of credit under this facility. The Company's long-term debt at June 30, 2001 consisted of $18.7 million in Canadian dollar notes from the Ledalite acquisition, $22.3 million payable to Thomas Industries Inc., $18.1 million in industrial revenue bonds, and $1.7 million in capital leases and other. The Company is in compliance with all of its debt covenants. Management believes that currently available cash and borrowing facilities, combined with internally generated funds, will be sufficient to fund capital expenditures as well as any increase in working capital required to accommodate business needs in the foreseeable future. The Company continues to seek opportunities to acquire businesses that fit its strategic growth plans. Management believes adequate financing for any such investments will be available through future borrowings. For the second quarters of 2001 and 2000, 14.9% and 12.9%, respectively, of the Company's net sales were generated from operations in Canada. For the first six months of 2001 and 2000, 14.4% and 12.6%, respectively, of the Company's net sales were generated from operations in Canada. In addition, the Company has production facilities in Mexico. International operations are subject to fluctuations in currency exchange rates. The Company monitors its currency exposure in each country, but does not actively hedge or use derivative financial instruments to manage exchange rate risk. Management cannot predict future foreign currency fluctuations, which have and will continue to affect the Company's balance sheet and results of operations. FORWARD-LOOKING STATEMENTS - -------------------------- The statements in this document with respect to future results, performance, and achievements, and plans for future activities may be regarded as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and actual results, performance, achievements, and activities may differ materially from those currently expected. The Company will not undertake and specifically declines any obligation to update or correct any forward-looking statements, or any facts, to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 12 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Genlyte has duly caused this report to be signed on its behalf as of August 10, 2001 by the undersigned thereunto duly authorized. THE GENLYTE GROUP INCORPORATED - ------------------------------ (Registrant) /s/ LARRY K. POWERS - ------------------------------ Larry K. Powers Chairman, President and Chief Executive Officer /s/ WILLIAM G. FERKO - ------------------------------ William G. Ferko V. P. Finance, CFO and Treasurer 14