<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JULY 1, 1995
COMMISSION FILE NO. 1-8045
___________________
GENRAD, INC.
------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1360950
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742
----------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 287-7000
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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
19,753,963 SHARES OF COMMON STOCK, $1 PAR VALUE, OUTSTANDING JULY 25, 1995.
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<PAGE> 2
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Balance Sheet Assets....................... 1
Consolidated Balance Sheet Liabilities and
Stockholders' Equity (Deficit).......................... 2
Consolidated Statement of Operations.................... 3
Condensed Consolidated Statement of Cash Flows.......... 4
Notes to Consolidated Financial Statements.............. 5
Management's Discussion and Analysis of
Financial Condition and Operating Results............... 6
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings....................................... 10
Item 4. Submission of Matters to a Vote of Security Holders..... 10
Item 6. Exhibits and Reports on Form 8-K........................ 10
Signatures.............................................. 11
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
Assets
(In thousands)
<CAPTION>
July 1, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and equivalents $ 5,257 $ 7,613
Accounts receivable, net 40,464 31,140
Inventories:
Raw materials 9,194 7,205
Work in process 1,597 4,853
Finished goods 4,727 3,824
-------- --------
15,518 15,882
-------- --------
Other current assets 3,213 4,347
-------- --------
Total current assets 64,452 58,982
-------- --------
Property, plant and equipment:
Land 523 525
Buildings 26,819 24,692
Machinery and equipment 66,047 65,064
Service parts 14,937 14,167
-------- --------
108,326 104,448
Less: Accumulated depreciation 93,033 89,901
-------- --------
15,293 14,547
Other assets 1,215 1,221
Assets held for sale - 4,958
-------- --------
$ 80,960 $ 79,708
======== ========
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
1
<PAGE> 4
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
Liabilities and Stockholders' Equity (Deficit)
(In thousands)
<CAPTION>
July 1, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Notes payable to banks $ 560 $ -
Trade accounts payable 6,104 8,244
Accrued liabilities 22,806 26,505
Accrued compensation and
employee benefits 8,313 8,797
Income taxes payable 2,313 935
--------- ---------
Total current liabilities 40,096 44,481
--------- ---------
Long-term Liabilities:
Long-term debt 48,950 48,917
Accrued pensions and benefits 12,357 13,898
Future lease costs of unused facilities 7,394 8,011
Other long-term liabilities 2,472 2,632
--------- ---------
Total long-term liabilities 71,173 73,458
--------- ---------
Stockholders' Equity (deficit):
Common stock, $1 par value
Authorized 60,000,000 shares; issued and
outstanding 19,754,000 and 19,342,000 19,754 19,342
Additional paid-in capital 106,397 105,925
Accumulated deficit (154,081) (161,073)
Equity adjustment from foreign
currency translation (2,379) (2,425)
--------- ---------
Total stockholders' equity (deficit) (30,309) (38,231)
--------- ---------
$ 80,960 $ 79,708
========= =========
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
2
<PAGE> 5
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
July 1, July 2, July 1, July 2,
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Sales of products $ 31,717 $ 28,747 $ 59,347 $ 55,114
Sales of services 8,878 8,080 17,087 15,698
----------- ----------- ----------- -----------
40,595 36,827 76,434 70,812
----------- ----------- ----------- -----------
Costs and expenses:
Cost of products sold 17,221 15,369 31,298 29,660
Cost of services sold 4,631 4,050 8,815 7,976
----------- ----------- ----------- -----------
21,852 19,419 40,113 37,636
----------- ----------- ----------- -----------
Gross margin 18,743 17,408 36,321 33,176
Operating expenses:
Selling, general and administrative 11,495 10,604 21,036 20,945
Research and development 3,373 3,694 6,790 6,983
Restructuring credits - - (1,000) -
----------- ----------- ----------- -----------
14,868 14,298 26,826 27,928
----------- ----------- ----------- -----------
Operating income 3,875 3,110 9,495 5,248
Other income (expense):
Interest income 55 78 106 114
Interest expense (1,021) (976) (2,002) (2,018)
Other-net 118 274 189 403
----------- ----------- ----------- -----------
(848) (624) (1,707) (1,501)
----------- ----------- ----------- -----------
Income before taxes 3,027 2,486 7,788 3,747
Income taxes 233 480 796 730
----------- ----------- ----------- -----------
Net Income $ 2,794 $ 2,006 $ 6,992 $ 3,017
=========== =========== =========== ===========
Earnings per common and common
equivalent share:
Primary $ 0.14 $ 0.10 $ 0.35 $ 0.15
=========== =========== =========== ===========
Fully diluted $ 0.13 $ 0.10 $ 0.34 $ 0.15
=========== =========== =========== ===========
Shares used in computing earnings
per common and common equivalent share:
Primary 20,671,000 19,809,000 20,198,000 19,787,000
Fully diluted 20,931,000 19,815,000 20,840,000 19,787,000
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
3
<PAGE> 6
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<CAPTION>
Six Months Ended
-----------------
July 1, July 2,
1995 1994
------- -------
<S> <C> <C>
Operating activities:
Net income $ 6,992 $ 3,017
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation and amortization 2,697 3,034
Reserve for future lease costs of unused facilities (3,722) (2,610)
Increase (decrease) resulting from changes
in operating assets and liabilities:
Accounts receivable (7,946) (2,361)
Inventories 528 (1,365)
Trade accounts payable (2,217) 1,021
Income taxes 1,348 --
Accrued liabilities and customer prepayments (893) 6,196
Accrued compensation and employee benefits (2,206) 121
Prepaid expense 1,276 23
Other, net 757 430
------- -------
Net cash provided by (used in) operating activities (3,386) 7,506
------- -------
Investing activities:
Purchases of property, plant and equipment (3,321) (2,127)
Proceeds from sale of property, plant and equipment -- 103
Proceeds from sale of assets held for sale 3,157 --
------- -------
Net cash provided by (used in) investing activities (164) (2,024)
------- -------
Financing activities:
Net change in notes payable 539 (1,820)
Proceeds from employee stock plan 884 1,191
------- -------
Net cash provided by (used in) financing activities 1,423 (629)
------- -------
Effects of exchange rates on cash (229) (282)
------- -------
Increase (decrease) in cash equivalents (2,356) 4,571
Cash and equivalents at beginning of period 7,613 8,418
------- -------
Cash and equivalents at end of period $ 5,257 $12,989
======= =======
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.
4
<PAGE> 7
GENRAD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING COMMENTS
Reference is made to the registrant's 1994 annual report to
stockholders, which contains, at pages 21 through 42, financial statements and
the notes thereto, including a summary of significant accounting policies.
With respect to the financial information for the interim periods
included in this report, which is unaudited, the management of the Company
believes that all adjustments necessary for a fair presentation of the results
for such interim periods have been included. All adjustments are of a normal
and recurring nature.
The results for any interim period are not necessarily indicative of the
results for the entire year.
Certain reclassifications have been made to the three months and six
months ended July 1, 1994 Consolidated Statement of Operations. Sales and cost
of sales for product and service amounts have been reclassified to conform to
the 1995 classifications.
2. RESTRUCTURING
As part of the 1993 restructuring, the Company established a reserve for
discontinued product lines. As a result of the sale of one such product line in
March 1995, $1.0 million of the reserve was reversed in the first quarter of
fiscal 1995. This reversal is classified as restructuring credits in the
Consolidated Statement of Operations.
As part of the 1993 restructuring, excess facilities reserves were
created primarily for losses on leases for vacated domestic and European
facilities. As the Company continues to restructure current leasing
arrangements, the utilization of excess facilities reserves and related cash
flows may differ from present estimates.
3. RETIREMENT BENEFITS
On January 31, 1995, the Company ceased all benefit accruals under the
Company's domestic noncontributory defined benefit pension plan as part of its
redesigning of the Company's employee benefit plans. Participants of the plan
who meet vesting requirements will earn benefits based on years of service and
compensation earned through January 31, 1995. This change resulted in the
Company recognizing a curtailment gain of $1,946,000 in the first quarter of
1995 which is classified as part of selling, general and administrative expenses
in the Consolidated Statement of Operations.
5
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATING RESULTS
OPERATING RESULTS
-----------------
Orders for the Company's products and services increased to $35.0
million for the three months and declined to $73.2 million for the six months
ended July 1, 1995 from $33.0 million and $78.1 million, respectively, for the
comparable periods in 1994. The increase in orders between quarters is from
increased service and advanced diagnostic solutions orders offset by decreased
electronic manufacturing test product orders. The decrease between comparable
six month periods is due primarily to a decrease in electronic manufacturing
test product orders.
Backlog at the end of the 1995 second quarter was $28.5 million compared
to $31.7 million at year-end 1994 and $26.3 million at the end of the 1994
second quarter. The 1995 second quarter backlog, as compared to the 1994 second
quarter, included $2.6 million in increased backlog related to U.S. Marine Corps
contracts and a $2.5 million increase in service backlog, offset by a $5.2
million decrease in electronic manufacturing test product backlog. The Company
believes that a substantial portion of the 1995 second quarter backlog will be
recognized as revenue prior to the end of 1995.
Net product and service revenues were $40.6 million for the three months
and $76.4 million for the six months ended July 1, 1995, as compared to $36.8
million and $70.8 million, respectively, for the same periods in 1994. The
increase stems primarily from increased revenues of approximately $4.2 million
derived from contracts with the U.S. Marine Corps and Ford of Europe. In 1993
and 1994, the second quarter has tended to be stronger than the third quarter.
Due to this seasonal trend, third quarter revenues may not be at the second
quarter 1995 levels, which can negatively impact profits, given a relatively
fixed short-term level of expense. Revenues derived from the international
market accounted for 60% and 56% of revenues for the three and six months ended
July 1, 1995, as compared to 58% and 61% for the similar periods in 1994.
Product and service revenues derived from the international market are subject
to the risks of currency fluctuations.
Gross margin as a percent of revenues decreased to 46.2% for the three
months and increased to 47.5% for the six months ended July 1, 1995, as compared
to 47.3% and 46.9%, respectively, for the same periods in 1994. Gross margin
decreased between quarters primarily due to mix changes and decreased service
margins. Margins continue to be impacted by competitive pricing pressures.
On January 31, 1995, the Company ceased all benefit accruals under the
Company's domestic noncontributory defined benefit pension plan as part of its
redesigning of the Company's domestic employee benefit plans. This change
resulted in the Company recognizing a curtailment gain of $1,946,000 in the
first quarter of 1995, which is classified as part of selling, general and
administrative expenses in the Consolidated Statement of Operations for the six
months ended July 1, 1995.
Selling, general and administrative expenses increased for the three and
six month periods ended July 1, 1995 to $11.5 million and $21.0 million,
respectively, from $10.6 million and $20.9 million in the comparable periods of
1994. The increase in expenses for the three and six month periods is
attributable primarily to increased selling costs due to sales channel expansion
and increased commission costs related to revenue increases. The increase in
expenses for the six month period ended July 1, 1995 also includes $0.5 million
of severance, offset by a $1.9 million gain related to the curtailment of
benefits in the Company's domestic pension plan.
6
<PAGE> 9
Research and development expenses decreased slightly for the three and
six month periods ended July 1, 1995 to $3.4 million and $6.8 million,
respectively, from $3.7 million and $7.0 million in the comparable periods of
1994. As a percentage of net product and service revenues, research and
development expenses decreased 1.0% to 8.9% for the first six months of 1995
versus 9.9% for the first six months of 1994, due somewhat to the reduced
spending, as well as the increased revenue in the current period. The Company
continues to invest in new product development and enhancements to existing
products.
As part of the 1993 restructuring, the Company established a reserve for
discontinued product lines. As a result of the sale of one such product line in
March 1995, $1.0 million of the reserve was reversed in the first quarter of
fiscal 1995. This reversal is classified as restructuring credits in the
Consolidated Statement of Operations.
Interest income decreased slightly in the three and six months ended
July 1, 1995 in relation to the comparable periods in 1994 as a result of lower
cash levels. During the same periods, interest expense increased and decreased
slightly, respectively, due to fluctuations in short-term borrowing levels.
The provisions for taxes represent foreign and state income taxes. The
Company utilized existing unrecognized tax assets and operating loss
carryforwards to offset current requirements for United States income taxes in
all periods in 1994 and 1995. Income taxes decreased in the three and six months
ended July 1, 1995 in relation to the comparable periods in 1994 due primarily
to a decreased level of estimated taxable foreign income.
As a result of the above, the Company reported net income of $2,794,000
for the three months and $6,992,000 for the six months ended July 1, 1995, as
compared to net income of $2,006,000 and $3,017,000, respectively, for the
comparable periods in 1994.
LIQUIDITY AND SOURCES OF CAPITAL
--------------------------------
Cash and equivalents as of July 1, 1995 decreased $2.4 million from
December 31, 1994. Operating activities during the six month period utilized
$3.4 million in cash, with the largest factors being an increase in accounts
receivables and future lease costs of unused facilities. The increase in
accounts receivables is due primarily to shipments of products later in the
second quarter of 1995 as compared to shipments in the fourth quarter of 1994,
as well as the timing of progress billings to the U.S. Marine Corps.
Proceeds from the sale of assets held for sale generated $3.2 million in
cash inflows in the first quarter of 1995. These proceeds were from the January
16, 1995 sale of the Company's Bolton, Massachusetts facility for $2.1 million
and the March 2, 1995 sale of the STP product line for $1.1 million.
Capital expenditures for the six months ended July 1, 1995 totaled $3.3
million. Additions to property, plant and equipment were primarily for
equipment used in research and development and manufacturing. Capital
expenditure commitments were not significant at July 1, 1995.
7
<PAGE> 10
The Company is party to long-term leases related to vacated domestic and
European facilities provided for in the Company's 1993 and prior restructurings.
Cash of $3.7 million was used to fund these arrangements for the six months
ended July 1, 1995 and at July 1, 1995 reserves for excess facilities relating
to these long-term leases totaled $9.3 million. The Company is projecting that
cash of approximately $5.2 million will be used in 1995 to fund these
arrangements. During the six months ended July 1, 1995, cash of approximately
$3.3 million was used to fund severance, litigation and legal costs and other
miscellaneous charges provided for in the restructurings. The Company believes
that the cash expenditures for these items will be less for the final six months
of 1995.
The Company's primary source of liquidity is internally generated
funds. The Company also has existing available secured lines of credit of up
to $14.2 million. The total available credit lines consist of a $12.0 million
U.S. credit facility entered into in June 1992 which expires on December 31,
1996, and $2.2 million in a U.K. credit facility. On July 1, 1995, the Company
had outstanding $0.6 million and available borrowing capacity of $9.3 million
under the U.S. credit facility. Borrowings under the credit facility are
subject to compliance with specified financial and operating covenants and are
secured by all of the Company's domestic assets. Additionally, the U.K. credit
facility is secured by all of the Company's U.K. assets and is payable on
demand.
The terms of the Company's 7 1/4% Convertible Subordinated Debentures
require the Company to make annual sinking fund payments of $2.875 million
starting in May 1996. As a result of the Company having repurchased $7.5
million of the Debentures during 1990, the Company may use the previous
repurchase in lieu of sinking fund payments and defer the initiation of such
payments until 1998.
It is the intention of the Company to reinvest unremitted earnings of
foreign subsidiaries outside the United States. Accordingly, Federal income
taxes have not been provided for and foreign withholding taxes would be due upon
remittance. There are no restrictions on the payment of intercompany accounts.
The Company's ability to fund its working capital and capital
expenditure requirements, make interest payments on its convertible debentures
and other borrowings and meet its other cash obligations, including those
arising from its recent restructurings, will depend, among other things, on
internally generated funds and the continued availability and compliance with
its credit facilities. Management believes that internally generated funds and
its available credit facilities will provide the Company with sufficient sources
of funds to satisfy its anticipated requirements in 1995. However, if there is
a significant reduction in internally generated funds, or if there is an adverse
result in the litigation described in Item 1 of Part II, the Company may require
significant funds from outside financing sources. In such event, there can be
no assurance that the Company would be able to obtain such funding as and when
required or on acceptable terms.
The Company buys and sells foreign currencies using forward contracts
intended to hedge payables and receivables denominated in foreign currencies.
The Company primarily trades in U.S. dollars and European currencies. At July
1, 1995, the Company had forward exchange contracts to sell $6.8 million of
foreign currencies, all of which were European denominated.
Inflation during the periods presented did not have any significant
effects on the operations of the Company. Due to the current market
environment, certain products have been repositioned in the market with product
changes and various price changes, both upward and downward. The Company
attempts to mitigate inflationary cost increases by continued improvements in
manufacturing efficiency achieved through the use of improved methods and
technology.
8
<PAGE> 11
FACTORS THAT MAY AFFECT FUTURE RESULTS
--------------------------------------
The Company's future operating results are dependent on the Company's
ability to develop, manufacture and market technologically innovative products
that meet customer needs, fund its working capital, capital expenditure and
financing requirements and meet its cash obligations, including those arising
from past restructurings.
The market for the Company's products is characterized by rapid
technological change, evolving industry standards, changes in customer needs
and frequent new product introductions, and is therefore highly dependent on
timely product innovation. Competition in the markets in which the Company
operates is intense. The introduction by the Company or its competitors of
products embodying new technology or the emergence of new industry standards or
practices could render the Company's existing products obsolete or otherwise
unmarketable. The Company's ability to develop and market products and
services that successfully meet changing market needs will impact future
results. A portion of future revenues will come from new products and
services. The Company cannot determine the ultimate effect that new products
and services will have on revenues, earnings and stock price.
The Company is dependent upon a number of suppliers for several key
components of its products. The loss of certain of the Company's suppliers or
substantial price increases imposed by suppliers could have a material adverse
effect on the Company.
The Company is exposed to risks inherent in international trade and
operations as a result of its international sales and operation of its
manufacturing facility in Manchester, England. Such trade and operations expose
the Company to continuing risks, such as unpredictable and potentially
inconsistent regulatory requirements, political and economic changes, tariffs or
other trade restrictions, transportation delays, foreign currency fluctuations
and labor disruptions.
The Company is currently subject to patent infringement litigation. The
Company may be subject to patent or product liability claims in the future. A
successful claim brought against the Company in excess of available insurance
coverage or any claim that results in significant adverse publicity may have a
material adverse effect on the Company's competitive position, financial
condition, results of operations or liquidity.
9
<PAGE> 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On October 19, 1993, 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 the
United States District Court in Massachusetts against H- P to obtain a
judgment declaring those patents invalid and not infringed. H-P has amended
its complaint to eliminate the former of these patents from the lawsuit, but
it is still charging GenRad with infringement of the latter. On April 7,
1994, the location of the proceedings was determined to be in the United
States District Court in Massachusetts. On June 2, 1994, H-P filed a motion
for injunctive relief. On February 10, 1995, the motion for injunctive
relief was denied. The trial has commenced and is expected to be completed
prior to the end of September 1995.
In the opinion of management, reserves at July 1, 1995 are adequate to cover
the legal costs and liability, if any, related to the eventual outcome of
this litigation. An adverse result in this litigation could have a material
adverse effect on the Company's financial condition, results of operations
or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of GenRad, Inc. was held on
May 11, 1995.
(b) Not required pursuant to Instruction #3.
(c) By a vote of 15,852,376 shares in favor, and 378,668 shares withheld,
the shareholders voted to approve the election of Directors as
described in the Proxy Statement dated April 7, 1995. The schedule of
votes cast `for' and `withheld from', respectively, for each Director
were as follows: William S. Antle III, 15,868,443 and 362,601; and
Richard G. Rogers, 15,852,376 and 378,668. By a vote of 14,808,085
shares in favor, 1,216,926 opposed and 206,033 abstaining, the
shareholders voted to approve the amendment to the Company's 1991
Directors' Stock Option Plan as described in the Proxy Statement dated
April 7, 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) 11. Statement re: Computation of Earnings Per Share.
(b) There were no reports on Form 8-K filed during the Quarter ended
July 1, 1995.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENRAD, INC.
BY: /S/ GEORGE A. O'BRIEN
-------------------------------------
GEORGE A. O'BRIEN
VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
Date: August 1, 1995
11
<PAGE> 1
Exhibit 11
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
Computation of Earnings Per Share
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- -------------------------
July 1, July 2, July 1, July 2,
Primary: 1995 1994 1995 1994
-------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of
shares outstanding 19,674,000 18,976,000 19,582,000 18,835,000
Shares deemed outstanding from
the assumed exercise of stock options 997,000 833,000 616,000 952,000
----------- ----------- ----------- -----------
Total: 20,671,000 19,809,000 20,198,000 19,787,000
=========== =========== =========== ===========
Earnings applicable to common shares $ 2,794,000 $ 2,006,000 $ 6,992,000 $ 3,017,000
=========== =========== =========== ===========
Earnings per share of common stock $ 0.14 $ 0.10 $ 0.35 $ 0.15
=========== =========== =========== ===========
Fully Diluted:
--------------
Weighted average number of
shares outstanding 19,674,000 18,976,000 19,582,000 18,835,000
Shares deemed outstanding from the
assumed exercise of stock options 1,257,000 839,000 1,258,000 952,000
----------- ----------- ----------- -----------
Total: 20,931,000 19,815,000 20,840,000 19,787,000
=========== =========== =========== ===========
Earnings applicable to common shares $ 2,794,000 $ 2,006,000 $ 6,992,000 $ 3,017,000
=========== =========== =========== ===========
Earnings per share of common stock $ 0.13 $ 0.10 $ 0.34 $ 0.15
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JULY 1, 1995 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE PERIOD ENDED JULY 1, 1995 FOR GENRAD, INC. AND SUBSIDIARIES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> APR-02-1995
<PERIOD-END> JUL-01-1995
<EXCHANGE-RATE> 1
<CASH> 5,257
<SECURITIES> 0
<RECEIVABLES> 41,820
<ALLOWANCES> 1,356
<INVENTORY> 15,518
<CURRENT-ASSETS> 64,452
<PP&E> 108,326
<DEPRECIATION> 93,033
<TOTAL-ASSETS> 80,960
<CURRENT-LIABILITIES> 40,096
<BONDS> 48,950
<COMMON> 19,754
0
0
<OTHER-SE> (50,063)
<TOTAL-LIABILITY-AND-EQUITY> 80,960
<SALES> 31,717
<TOTAL-REVENUES> 40,595
<CGS> 17,221
<TOTAL-COSTS> 21,852
<OTHER-EXPENSES> 14,695
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,021
<INCOME-PRETAX> 3,027
<INCOME-TAX> 233
<INCOME-CONTINUING> 2,794
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,794
<EPS-PRIMARY> .14
<EPS-DILUTED> .13
</TABLE>
