<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 SEPTEMBER 30, 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.
19,966,498 SHARES OF COMMON STOCK, $1 PAR VALUE, OUTSTANDING OCTOBER 31,
1995.
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<PAGE> 2
<TABLE>
GENRAD, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C> <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 6. Exhibits and Reports on Form 8-K.......................... 10
Signatures................................................ 11
</TABLE>
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
GENRAD, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
(IN THOUSANDS)
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
CASH AND EQUIVALENTS $ 8,386 $ 7,613
ACCOUNTS RECEIVABLE, NET 37,805 31,140
INVENTORIES:
RAW MATERIALS 9,481 7,205
WORK IN PROCESS 2,309 4,853
FINISHED GOODS 4,377 3,824
-------- --------
16,167 15,882
-------- --------
OTHER CURRENT ASSETS 4,589 4,347
-------- --------
TOTAL CURRENT ASSETS 66,947 58,982
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
LAND 523 525
BUILDINGS 26,812 24,692
MACHINERY AND EQUIPMENT 66,112 65,064
SERVICE PARTS 15,057 14,167
-------- --------
108,504 104,448
LESS: ACCUMULATED DEPRECIATION 93,225 89,901
-------- --------
15,279 14,547
OTHER ASSETS 1,122 1,221
ASSETS HELD FOR SALE - 4,958
-------- --------
$ 83,348 $ 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>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
NOTES PAYABLE TO BANKS $ 971 $ -
TRADE ACCOUNTS PAYABLE 6,794 8,244
ACCRUED LIABILITIES 21,046 26,505
ACCRUED COMPENSATION AND
EMPLOYEE BENEFITS 9,954 8,797
INCOME TAXES PAYABLE 2,352 935
--------- ---------
TOTAL CURRENT LIABILITIES 41,117 44,481
--------- ---------
LONG-TERM LIABILITIES:
LONG-TERM DEBT 48,967 48,917
ACCRUED PENSIONS AND BENEFITS 12,428 13,898
FUTURE LEASE COSTS OF UNUSED FACILITIES 6,724 8,011
OTHER LONG-TERM LIABILITIES 1,472 2,632
--------- ---------
TOTAL LONG-TERM LIABILITIES 69,591 73,458
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT):
COMMON STOCK, $1 PAR VALUE
AUTHORIZED 60,000,000 SHARES; ISSUED AND
OUTSTANDING 19,957,000 AND 19,342,000 19,957 19,342
ADDITIONAL PAID-IN CAPITAL 107,058 105,925
ACCUMULATED DEFICIT (151,905) (161,073)
EQUITY ADJUSTMENT FROM FOREIGN
CURRENCY TRANSLATION (2,470) (2,425)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (27,360) (38,231)
--------- ---------
$ 83,348 $ 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 NINE MONTHS ENDED
--------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
1995 1994 1995 1994
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
REVENUES:
SALES OF PRODUCTS $ 27,536 $ 27,920 $ 86,883 $ 83,034
SALES OF SERVICES 9,249 8,692 26,336 24,390
----------- ----------- ----------- -----------
36,785 36,612 113,219 107,424
----------- ----------- ----------- -----------
COST AND EXPENSES:
COST OF PRODUCTS SOLD 14,323 13,760 45,621 43,420
COST OF SERVICES SOLD 4,901 5,259 13,716 13,235
----------- ----------- ----------- -----------
19,224 19,019 59,337 56,655
----------- ----------- ----------- -----------
GROSS MARGIN 17,561 17,593 53,882 50,769
OPERATING EXPENSES:
SELLING, GENERAL AND ADMINISTRATIVE 10,594 12,015 31,630 32,960
RESEARCH AND DEVELOPMENT 3,713 3,543 10,503 10,526
RESTRUCTURING CREDITS - - (1,000) -
----------- ----------- ----------- -----------
14,307 15,558 41,133 43,486
----------- ----------- ----------- -----------
OPERATING INCOME 3,254 2,035 12,749 7,283
OTHER INCOME (EXPENSE):
INTEREST INCOME 49 64 155 178
INTEREST EXPENSE (978) (1,017) (2,980) (3,035)
OTHER-NET (68) 224 121 627
----------- ----------- ----------- -----------
(997) (729) (2,704) (2,230)
----------- ----------- ----------- -----------
INCOME BEFORE TAXES 2,257 1,306 10,045 5,053
INCOME TAXES 81 250 877 980
----------- ----------- ----------- -----------
NET INCOME $ 2,176 $ 1,056 $ 9,168 $ 4,073
=========== =========== =========== ===========
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
PRIMARY $ 0.10 $ 0.05 $ 0.45 $ 0.21
=========== =========== =========== ===========
FULLY DILUTED $ 0.10 $ 0.05 $ 0.43 $ 0.21
=========== =========== =========== ===========
SHARES USED IN COMPUTING EARNINGS PER
COMMON AND COMMON EQUIVALENT SHARE:
PRIMARY 21,141,000 19,852,000 20,540,000 19,784,000
FULLY DILUTED 21,459,000 19,852,000 21,321,000 19,784,000
</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>
NINE MONTHS ENDED
--------------------------
SEPTEMBER 30, OCTOBER 1,
1995 1994
------------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 9,168 $ 4,073
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 4,145 4,645
RESERVE FOR FUTURE LEASE COSTS OF UNUSED FACILITIES (4,760) (4,140)
INCREASE (DECREASE) RESULTING FROM CHANGES
IN OPERATING ASSETS AND LIABILITIES:
ACCOUNTS RECEIVABLE (5,718) (19)
INVENTORIES (253) (2,629)
TRADE ACCOUNTS PAYABLE (1,473) 2,275
INCOME TAXES 1,409 980
ACCRUED LIABILITIES AND CUSTOMER PREPAYMENTS (2,072) 3,235
ACCRUED COMPENSATION AND EMPLOYEE BENEFITS (362) 875
PREPAID EXPENSE (143) (1,121)
OTHER, NET 24 333
------- -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (35) 8,507
------- -------
INVESTING ACTIVITIES:
PURCHASES OF PROPERTY, PLANT AND EQUIPMENT (4,998) (3,668)
PROCEEDS FROM SALE OF PROPERTY, PLANT AND EQUIPMENT -- 1,736
PROCEEDS FROM SALE OF ASSETS HELD FOR SALE 3,157 134
------- -------
NET CASH USED IN INVESTING ACTIVITIES (1,841) (1,798)
------- -------
FINANCING ACTIVITIES:
NET CHANGE IN NOTES PAYABLE 977 (4,029)
PROCEEDS FROM EMPLOYEE STOCK PLAN 1,748 1,268
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,725 (2,761)
------- -------
EFFECTS OF EXCHANGE RATES ON CASH (76) (81)
------- -------
INCREASE IN CASH EQUIVALENTS 773 3,867
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 7,613 8,418
------- -------
CASH AND EQUIVALENTS AT END OF PERIOD $ 8,386 $12,285
======= =======
</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 nine
months ended October 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 $1.95 million in the first quarter of
1995, which is classified as part of selling, general and administrative
expenses in the Consolidated Statement of Operations.
4. CONTINGENCIES
On August 17, 1995, the Company resolved all legal issues, and settled
litigation relative to patent infringement litigation with a competitor. The
Company had previously established reserves for legal fees and related costs
with respect to the litigation. The settlement resulted in the elimination of
previously established reserves and reduced selling, general and administrative
expenses by $1.25 million.
5
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATING RESULTS
OPERATING RESULTS
- -----------------
Net product and service revenues were $36.8 million for the three months
and $113.2 million for the nine months ended September 30, 1995, as compared to
$36.6 million and $107.4 million, respectively, for the same periods in 1994.
The increase for the nine months ended September 30, 1995 stems from increased
revenues of approximately $10.6 million derived from contracts with the U.S.
Marine Corps and Ford of Europe. Revenues derived from international markets
accounted for 61% and 58% of revenues for the three and nine months ended
September 30, 1995, as compared to 54% and 59% for the similar periods in 1994.
Product and service revenues derived from international markets are subject to
the risks of currency fluctuations.
Backlog at the end of the 1995 third quarter was $25.0 million compared to
$31.7 million at year-end 1994 and $34.4 million at the end of the 1994 third
quarter. The 1994 third quarter backlog, as compared to the 1995 third
quarter, included $10.6 million in increased backlog related to U.S. Marine
Corps contracts. The Company believes that a substantial portion of the 1995
third quarter backlog will be recognized as revenue prior to the end of 1995.
Orders for the Company's products and services decreased to $33.4 million
for the three months and $106.6 million for the nine months ended September 30,
1995 from $44.6 million and $122.8 million, respectively, for the comparable
periods in 1994. The 1994 orders benefited from a $12.2 million U.S. Marine
Corps follow-on order which was received in the third quarter of 1994.
Gross margin as a percent of revenues decreased slightly to 47.7% for the
three months and increased slightly to 47.6% for the nine months ended
September 30, 1995, as compared to 48.1% and 47.3%, respectively, for the same
periods in 1994. Gross margin for the three months ended September 30, 1995
decreased primarily due to product 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 $1.95 million 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
nine months ended September 30, 1995.
Selling, general and administrative expenses decreased for the three and
nine month periods ended September 30, 1995 to $10.6 million and $31.6 million,
respectively, from $12.0 million and $33.0 million in the comparable periods of
1994. The decrease in expenses for the three and nine month periods is
attributable primarily to a $1.95 million gain related to the curtailment of
benefits in the Company's domestic pension plan and a $1.25 million decrease
related to the elimination during the third quarter of 1995 of reserves
previously established for legal costs and litigation with a competitor as
discussed in the next paragraph. During the third quarter of 1995, the Company
incurred severance costs of $1.55 million, $1.1 million of which was charged to
selling, general and administrative expenses for the quarter.
6
<PAGE> 9
On August 17, 1995, the Company resolved all legal issues, and settled
patent infringement litigation with a competitor. The Company had previously
established reserves for legal fees and related costs with respect to the
litigation. The settlement resulted in the elimination of previously
established reserves and reduced selling, general and administrative expenses
by $1.25 million.
Research and development expenses increased slightly for the three month
and remained consistent for the nine month periods ended September 30, 1995 to
$3.7 million and $10.5 million, respectively, from $3.5 million and $10.5
million in the comparable periods of 1994. As a percentage of net product and
service revenues, research and development expenses decreased slightly to 9.3%
for the nine months ended September 30, 1995 versus 9.8% for the comparable
nine months of 1994, due primarily to increased revenue. 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 nine months ended
September 30, 1995 in relation to the comparable periods in 1994 as a result of
lower cash levels. During the same periods, interest expense decreased
slightly due to a decrease 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 nine
months ended September 30, 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 $2,176,000
for the three months and $9,168,000 for the nine months ended September 30,
1995, as compared to net income of $1,056,000 and $4,073,000, respectively, for
the comparable periods in 1994.
LIQUIDITY AND SOURCES OF CAPITAL
- --------------------------------
Cash and equivalents as of September 30, 1995 increased $0.8 million from
December 31, 1994. Cash sources and uses from operating activities were equal
for the nine months ended September 30, 1995.
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 nine months ended September 30, 1995 totaled
$5.0 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 September 30, 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 $4.6 million was used to fund these arrangements for
the nine months ended September 30, 1995 and at September 30, 1995 reserves for
excess facilities relating to these long-term leases totaled $8.5 million. The
Company projects that cash of approximately $0.8 million will be spent in the
fourth quarter of 1995, and estimates that $2.5 million will be spent in 1996
to fund these arrangements. During the nine months ended September 30, 1995,
cash of approximately $4.4 million was used to fund severance, litigation and
legal costs and other miscellaneous charges provided for in the restructurings.
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 a $2.2 million in a U.K. credit facility. On September 30, 1995, the
Company had outstanding $1.0 million under the U.K. facility, and available
borrowing capacity of $9.7 million under the U.S. credit facility. Borrowings
under the credit facilities 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.
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 and 1996. However, if
there is a significant reduction in internally generated funds, 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
September 30, 1995, the Company had forward exchange contracts to sell $8.2
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 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 August 17, 1995, the Company resolved all legal issues, and settled
litigation relative to patent infringement litigation with a competitor.
The Company had previously established reserves for legal fees and related
costs with respect to the litigation. The settlement resulted in the
elimination of previously established reserves and reduced selling, general
and administrative expenses by $1.25 million.
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
September 30, 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: November 2, 1995
11
<PAGE> 1
<TABLE>
Exhibit 11
GENRAD, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- ------------------------------
September 30, October 1, September 30, October 1,
1995 1994 1995 1994
------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Primary:
- --------
Weighted average number of
shares outstanding 19,789,000 19,076,000 19,651,000 18,915,000
Shares deemed outstanding from
the assumed exercise of stock options 1,352,000 776,000 889,000 869,000
----------- ----------- ----------- -----------
Total: 21,141,000 19,852,000 20,540,000 19,784,000
=========== =========== =========== ===========
Earnings applicable to common shares $ 2,176,000 $ 1,056,000 $ 9,168,000 $ 4,073,000
=========== =========== =========== ===========
Earnings per share of common stock $ 0.10 $ 0.05 $ 0.45 $ 0.21
=========== =========== =========== ===========
Fully Diluted:
- --------------
Weighted average number of
shares outstanding 19,789,000 19,076,000 19,651,000 18,915,000
Shares deemed outstanding from
the assumed exercise of stock options 1,670,000 776,000 1,670,000 869,000
----------- ----------- ----------- -----------
Total: 21,459,000 19,852,000 21,321,000 19,784,000
=========== =========== =========== ===========
Earnings applicable to common shares $ 2,176,000 $ 1,056,000 $ 9,168,000 $ 4,073,000
=========== =========== =========== ===========
Earnings per share of common stock $ 0.10 $ 0.05 $ 0.43 $ 0.21
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 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> JUL-02-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 8,386
<SECURITIES> 0
<RECEIVABLES> 39,149
<ALLOWANCES> 1,344
<INVENTORY> 16,167
<CURRENT-ASSETS> 66,947
<PP&E> 108,504
<DEPRECIATION> 93,225
<TOTAL-ASSETS> 83,348
<CURRENT-LIABILITIES> 41,117
<BONDS> 48,967
<COMMON> 19,957
0
0
<OTHER-SE> (47,317)
<TOTAL-LIABILITY-AND-EQUITY> 83,348
<SALES> 27,536
<TOTAL-REVENUES> 9,249
<CGS> 14,323
<TOTAL-COSTS> 19,224
<OTHER-EXPENSES> 14,326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 978
<INCOME-PRETAX> 2,257
<INCOME-TAX> 81
<INCOME-CONTINUING> 2,176
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,176
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
