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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 29, 1997
Commission File No. 1-8045
------------------------
GenRad, Inc.
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(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 01742-2174
- ---------------------------------------- ----------
(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.
26,665,930 shares of the Common Stock, $1 par value, were outstanding on April
29, 1997.
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<PAGE>
GENRAD, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page
Part I. Financial Information:
Consolidated Statement of Operations ........................ 1
Consolidated Balance Sheet .................................. 2 - 3
Consolidated Statement of Cash Flows ........................ 4 - 5
Notes to Consolidated Financial Statements .................. 6
Management's Discussion and Analysis of
Financial Condition and Results of Operation ............. 7 - 10
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K ................... 11
Signatures .................................................. 12
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended
----------------------------------
March 29, March 30,
1997 1996
------------- -------------
Sales:
Sales of products $ 41,322 $ 34,934
Sales of services 11,178 8,620
------------- ------------
Total sales 52,500 43,554
------------- ------------
Cost of sales:
Cost of products sold 17,497 16,649
Cost of services sold 5,988 4,070
------------- ------------
Total cost of sales 23,485 20,719
------------- ------------
Gross margin 29,015 22,835
Selling, general and administrative 17,477 12,495
Research and development 4,680 4,381
------------- ------------
Total operating expenses 22,157 16,876
------------- ------------
Operating income 6,858 5,959
Other income (expenses):
Interest, net 126 ( 1,055)
Other, net 18 67
------------- ------------
Total other income (expenses) 144 ( 988)
-------------- ------------
Income before taxes 7,002 4,971
Income tax benefit 4,715 1,978
------------- ------------
Net Income $ 11,717 $ 6,949
============= ============
Net income per common and common
equivalent shares:
Primary $ 0.42 $ 0.30
============= ============
Fully diluted $ 0.42 $ 0.29
============= ============
Weighted average common and common
equivalent shares used in computing per
share amounts:
Primary 28,106,000 23,256,000
============= ============
Fully Diluted 28,106,000 26,984,000
============= ============
The accompanying notes are an integral part of these
Consolidated Financial Statements.
1
<PAGE>
PART I. FINANCIAL INFORMATION
GENRAD, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(In thousands, except share and per share amounts)
March 29, December 28,
1997 1996
----------- ------------
(Unaudited)
Assets
Current Assets:
Cash and equivalents $ 5,610 $ 10,557
Accounts receivable, net 59,602 49,142
Inventories:
Raw materials 13,106 10,632
Work in process 4,779 4,075
Finished goods 4,333 5,543
------------- -------------
Total inventories 22,218 20,250
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Other current assets 5,424 4,501
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Total current assets 92,854 84,450
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Property, plant and equipment:
Buildings and leasehold improvements 2,735 2,908
Machinery and equipment 64,199 64,058
Service parts 13,020 13,189
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79,954 80,155
Accumulated depreciation (60,733) (60,987)
------------- -------------
Property, plant and equipment, net 19,221 19,168
------------- -------------
Deferred tax asset 7,874 2,480
Intangible assets 8,124 8,486
Other assets 1,085 1,181
------------- -------------
$ 129,158 $ 115,765
============= =============
The accompanying notes are an integral part of these
Consolidated Financial Statements.
2
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (continued)
(In thousands, except share and per share amounts)
March 29, December 28,
1997 1996
----------- ------------
(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable $ 12,331 $ 7,171
Accrued liabilities 11,707 15,007
Accrued compensation and employee benefits 5,043 7,096
Income taxes payable 1,707 1,537
------------- ------------
Total current liabilities 30,788 30,811
------------- ------------
Long-term Liabilities:
Long-term debt 125 146
Accrued pensions and benefits 12,626 12,177
Future lease costs of unused facilities 4,312 4,949
Other long-term liabilities 3,726 4,002
------------- -----------
Total long-term liabilities 20,789 21,274
------------- -----------
Stockholders' Equity:
Common stock, $1 par value, 60,000,000 shares
authorized; 26,638,000 and 26,048,000 issued
and outstanding in 1997 and 1996, respectively 26,638 26,048
Additional paid-in capital 165,238 163,099
Accumulated deficit ( 112,070) ( 123,787)
Cumulative translation adjustment ( 2,225) ( 1,680)
------------- -----------
Total stockholders' equity 77,581 63,680
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$ 129,158 $ 115,765
============= ============
The accompanying notes are an integral part of these
Consolidated Financial Statements.
3
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 29, March 30,
1997 1996
--------------- -------------
<S> <C> <C>
Operating activities:
Net income $ 11,717 $ 6,949
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,016 1,678
Gain on disposition of property, plant and equipment 145 --
Reserve for future lease costs of unused facilities ( 637) ( 489)
(Decrease) increase resulting from changes in
operating assets and liabilities:
Accounts receivable (11,996) (1,021)
Inventories ( 2,849) (3,253)
Other current assets ( 1,055) (1,418)
Deferred tax asset ( 5,394) (2,480)
Trade accounts payable 5,318 ( 151)
Accrued liabilities ( 2,841) 4,625
Accrued compensation and employee benefits ( 1,466) (2,092)
Accrued income taxes 188 312
Other, net 356 129
-------------- -------------
Net cash (used in) provided by operating activities ( 6,498) 2,789
-------------- -------------
Investing activities:
Purchases of property, plant and equipment ( 2,323) (1,516)
Purchase of subsidiary -- (3,696)
Proceeds from sale of property, plant and equipment -- 276
-------------- -------------
Net cash used in investing activities ( 2,323) (4,936)
-------------- -------------
Financing activities:
Net change in long-term debt ( 21) 172
Payments under revolving lines of credit -- ( 156)
Proceeds from employee stock option exercises 2,729 2,215
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Net cash provided by financing activities 2,708 2,231
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Effects of exchange rates on cash 1,166 319
-------------- -------------
(Decrease) increase in cash equivalents ( 4,947) 403
Cash and equivalents at beginning of period 10,557 9,064
-------------- -------------
Cash and equivalents at end of period $ 5,610 $ 9,467
============== =============
</TABLE>
The accompanying notes are an integral part of these
Consolidated Financial Statements.
4
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (continued)
Supplemental disclosure of non-cash financing activity:
In conjunction with the purchase of Test Technology Associates, Inc. in the
first quarter of 1996, the Company had a minimum future obligation of $2.0
million which was classified as accrued liabilities and other long-term
liabilities.
The accompanying notes are an integral part of these
Consolidated Financial Statements.
5
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1: Accounting Comments
Reference is made to the Company's 1996 Annual Report and Form 10-K which
contains, at pages 27 through 39, 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 of any interim period are not necessarily indicative of the results
for the entire year.
Note 2: Earnings per share
The Company computes net income per common and common equivalent shares using
the method prescribed in Accounting Principles Board Opinion No. 15, "Earnings
per Share". The Company will adopt SFAS No. 128, "Earnings per Share" in the
fourth quarter of 1997. Had the earnings per share calculation been applied on a
basis consistent with the provisions of SFAS No. 128, the Company's earnings per
share would have been reported as the pro forma amounts indicated below (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
March 29, March 30,
1997 1996
----------- ---------
<S> <C> <C>
Basic earnings per share:
Income available to common stockholders $ 11,717 $ 6,949
=========== =========
Weighted average number of common shares outstanding 26,221 21,461
=========== =========
Basic earnings per share $ 0.45 $ 0.32
=========== =========
Diluted earnings per share:
Income available to common stockholders $ 11,717 $ 6,949
Assumed deduction of 7 1/4% convertible subordinated
debentures interest expense -- 933
----------- ----------
Income available to common stockholders and
assumed conversions $ 11,717 $ 7,882
=========== =========
Weighted-average number of common shares outstanding 26,221 21,461
Assumed conversion of 7 1/4% convertible subordinated
debentures -- 3,478
Weighted-average incremental shares from assumed
conversions of stock options 1,885 1,795
----------- ---------
28,106 26,734
=========== =========
Diluted earnings per share $ 0.42 $ 0.29
=========== =========
</TABLE>
6
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
-----------------------------
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Operating Results
- -----------------
Orders for the Company's products and services increased to $61.3 million in the
first quarter of 1997 from $48.3 million in the comparable period in 1996. The
orders growth was experienced across all geographies and most markets, with the
most significant order contributors coming from contract manufacturers, computer
manufacturers and diagnostic and telecommunication customers in the North
American and European markets.
Backlog at the end of the first quarter in 1997 was $33.4 million compared to
$24.7 million at year-end 1996 and $32.0 million at the end of the 1996 first
quarter. Multi-million dollar orders from a telecommunication customer for
GENEVA and from a major motorbike manufacturer in Germany for Advanced
Diagnostic Solutions (ADS) were major contributors to the overall increase in
backlog. All of the 1997 first quarter backlog is scheduled for shipment prior
to the end of 1997.
Net product and service sales in the 1997 and 1996 first quarters were $52.5
million and $43.6 million, respectively. The increase stems primarily from
increased sales of Electronic Manufacturing Systems (EMS) in North America and
Asia.
Sales from international markets decreased to 55% of sales in the 1997 first
quarter as compared to 62% in the comparable 1996 period. This decrease was
attributable to the strong results in North American sales. Product and service
sales from international markets are subject to the risks of currency
fluctuations.
Product gross margin as a percent of sales increased to 57.7% in the first
quarter of 1997 as compared to 52.3% for the comparable period in 1996. Product
margin improvements resulted from a combination of new product offerings which
yielded higher gross margins, continued improvement in productivity and
controlling manufacturing costs, and a reduction in warranty costs.
Service gross margin as a percent of sales decreased to 46.4% in the first
quarter of 1997 as compared to 52.8% for the comparable period in 1996. Service
margins were impacted by continuing competitive pricing pressures in the
maintenance business.
Selling, general and administrative expenses increased in the first quarter of
1997 to $17.5 million as compared to $12.5 million in the comparable period in
1996. The increase in expenses is due primarily to additional selling expenses
resulting from an increase in the Company's salesforce required to accommodate
the growth in orders. The acquisition of several subsidiaries in 1996 also
contributed to the increase in expenses in the first quarter of 1997 as compared
to the comparable period in 1996.
Research and development expenses increased in the first quarter of 1997 to $4.7
million as compared to $4.4 million in the comparable period in 1996. As a
percentage of product and service sales, research and development expenses
decreased slightly to 8.9% in the first quarter of 1997 as
7
<PAGE>
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Operating Results (continued)
- -----------------------------
compared to 10.1% in the comparable period in 1996, primarily as a result of the
overall increase in sales in the first quarter of 1997 as compared to 1996. The
Company continues to invest in new product development and enhancements to
existing products.
Net interest income in the first quarter of 1997 was $0.1 million as compared to
$1.1 million of net interest expense for the comparable period in 1996. In the
fourth quarter of 1996, the Company announced its redemption of all $50 million
of its 7 1/4% convertible subordinated debentures. On the November 6, 1996
redemption date, the holders of the debentures converted $49.6 million of
principal into common stock at a price of $14.375 per share and the remaining
principal was redeemed in cash totaling $0.4 million, including accrued interest
and bond redemption costs. As a result, virtually all of the Company's interest
expense was eliminated in the first quarter of 1997 as compared to the first
quarter of 1996.
A net income tax benefit of $5.4 million was recorded in the first quarter of
1997 as compared to $2.5 million in the comparable period in 1996. The tax
benefit represents a reduction in the Company's valuation allowance for deferred
taxes and was recorded due to management's improved expectations of future
income and expected utilization of the Company's domestic net operating loss
carryforwards.
Excluding the deferred tax benefits, the income tax provision was $0.7 million
and $0.5 million in the first quarter of 1997 and 1996, respectively. Income
taxes increased in the first quarter of 1997 as compared to the comparable
period in 1996 due to an increased level of estimated foreign taxable income.
As a result of the above, the Company reported net income of $11.7 million for
the first quarter of 1997 as compared to $6.9 million for the comparable period
in 1996.
Liquidity and Sources of Capital
- --------------------------------
Cash and equivalents at the end of the first quarter of 1997 totaled $5.6
million as compared to $10.6 million at year-end 1996 and $9.5 million at the
end of the 1996 first quarter. The Company's current ratio at the end of the
first quarter of 1997 increased to 3.0 from 2.7 at year-end 1996 and 1.7 at the
end of the 1996 first quarter.
Cash used in operating activities was $6.5 million in the first quarter of 1997.
Net income of $11.7 million for the three months ended March 29, 1997 included a
$5.4 million non-cash benefit resulting from the deferred tax asset that was
recorded in the first quarter of 1997. Increases in accounts receivable and
inventory used cash of $14.8 million as a result of increases in sales and
orders, and the maintenance of higher inventory levels to meet increasing
customer demands. An increase in current liabilities provided cash of $1.2
million as a result of the timing of payments to employees and vendors.
8
<PAGE>
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Liquidity and Sources of Capital (continued)
- --------------------------------------------
During the three months ended March 29, 1997, $2.3 million of net cash was used
for the purchase of property, plant and equipment. Capital expenditures were
primarily for equipment used in research and development, and manufacturing, as
well as leasehold improvements related to the move of the Company's corporate
headquarters and manufacturing operations to Westford, Massachusetts planned for
June 1997.
Net cash provided by financing activities, attributable to the issuances of
stock under the Company's employee stock plans, was $2.7 million in the first
quarter of 1997.
The Company's primary source of liquidity is internally generated funds. The
Company also has an existing unsecured line of credit up to $25 million, against
which there were no borrowings outstanding on March 29, 1997. Borrowings under
the credit facility are subject to compliance with specified financial and
operating covenants. The credit facility expires on December 31, 1998. The
Company anticipates that in fiscal 1997 it will fund its working capital and
capital expenditure requirements, make interest payments on its borrowings and
meet its cash obligations from internally generated funds, and from the
available credit facility.
The Company buys and sells foreign currencies using forward contracts intended
to hedge payables and receivables denominated in foreign currencies. The Company
primarily operates in U.S. dollars and European currencies. At March 29, 1997,
the Company had forward exchange contracts to sell approximately $16.4 million
of foreign currencies.
Inflation during the periods presented did not have a significant effect on the
operations of the Company. The Company attempts to mitigate inflationary cost
increases by continuously improving manufacturing methods and technologies.
Factors That May Affect Future Results
- --------------------------------------
This Quarterly Report contains certain forward-looking statements which involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to those discussed below.
The Company's future operating results are dependent upon the Company's ability
to develop, manufacture and market technologically innovative products that meet
customers' 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 customers' 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
9
<PAGE>
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Factors that May Affect Future Results (continued)
- --------------------------------------------------
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.
Although margins continue to be impacted by competitive pricing pressures, the
Company's manufacturing costs have decreased due to engineered cost reductions.
The Company is exposed to risks inherent in international trade and operations
as a result of its international sales and the 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.
10
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) 10. Lease agreement dated July 26, 1996 between GenRad, Inc. and Michelson
Farm - Westford Technology Park Trust, incorporated by reference to
Exhibit 10 to the Company's report on Form 10-Q for the quarter ended
June 29, 1996.
11. Statement re: Computation of Earnings Per Share.
27. Financial Data Schedule.
(b) There were no reports on Form 8-K filed during the quarter ended March 29,
1997.
11
<PAGE>
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/ Paul Pronsky, Jr.
-----------------------------------
Paul Pronsky, Jr.
Vice President and
Chief Financial Officer and Secretary
Date: May 2, 1997
12
EXHIBIT 11
GENRAD, INC. AND SUBSIDIARIES
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------
March 29, March 30,
1997 1996
-------------- --------------
<S> <C> <C>
Primary:
Weighted average number of shares outstanding 26,221,000 21,461,000
Shares deemed outstanding from the assumed
exercise of stock options 1,885,000 1,795,000
-------------- --------------
Total: 28,106,000 23,256,000
============== ==============
Net income and total earnings applicable to common
and common equivalent shares $ 11,717,000 $ 6,949,000
============== ==============
Net income per common and common equivalent shares $ 0.42 $ 0.30
============== ==============
Fully Diluted:
Weighted average number of shares outstanding 26,221,000 21,461,000
Shares deemed outstanding from the assumed
exercise of stock options 1,885,000 2,045,000
Assumed conversion of 7 1/4% convertible
subordinated debentures -- 3,478,000
-------------- --------------
Total: 28,106,000 26,984,000
============== ==============
Net income $ 11,717,000 $ 6,949,000
Assumed deduction of 7 1/4% convertible
subordinated debentures interest expense -- 933,000
--------------- --------------
Net income and total earnings applicable to common
and common equivalent shares $ 11,717,000 $ 7,882,000
============== ==============
Net income per common and common equivalent shares $ 0.42 $ 0.29
============== ==============
</TABLE>
13
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT 27
GENRAD, INC. AND SUBSIDIARIES
ARTICLE 5
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 29, 1997 AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 29, 1997 FOR GENRAD, INC. AND
SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> MAR-29-1997
<EXCHANGE-RATE> 1
<CASH> 5,610
<SECURITIES> 0
<RECEIVABLES> 60,513
<ALLOWANCES> 911
<INVENTORY> 22,218
<CURRENT-ASSETS> 92,854
<PP&E> 79,954
<DEPRECIATION> 60,733
<TOTAL-ASSETS> 129,158
<CURRENT-LIABILITIES> 30,788
<BONDS> 0
0
0
<COMMON> 26,638
<OTHER-SE> 50,943
<TOTAL-LIABILITY-AND-EQUITY> 129,158
<SALES> 41,322
<TOTAL-REVENUES> 52,500
<CGS> 17,497
<TOTAL-COSTS> 23,485
<OTHER-EXPENSES> 22,157
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,002
<INCOME-TAX> (4,715)
<INCOME-CONTINUING> 11,717
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,717
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
