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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 3, 1999
Commission File No. 1-8045
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GENRAD, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-1360950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
7 TECHNOLOGY PARK DRIVE, WESTFORD,
MASSACHUSETTS 01886-0033
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (978) 589-7000
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.
29,515,115 shares of the Common Stock, $1 par value, were outstanding on May
13, 1999
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GENRAD INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED APRIL 3, 1999
TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1: Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations...................................... 1
Condensed Consolidated Balance Sheets................................................ 2
Condensed Consolidated Statements of Cash Flows...................................... 3
Notes to Condensed Consolidated Financial Statements................................. 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................ 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................................... 17
Signatures........................................................................... 19
</TABLE>
<PAGE>
PART I
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GENRAD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
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<CAPTION>
QUARTER ENDED
--------------------
APRIL 3, APRIL 4,
1999 1998
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<S> <C> <C>
Revenue:
Product................................................................................... $ 36,683 $ 35,590
Service................................................................................... 16,427 13,484
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Total revenue........................................................................... 53,110 49,074
Cost of revenue:
Product................................................................................... 14,382 15,100
Service................................................................................... 10,176 8,702
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Total cost of revenue................................................................... 24,558 23,802
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Gross margin................................................................................ 28,552 25,272
Operating expenses:
Selling, general and administrative....................................................... 17,131 18,434
Research and development.................................................................. 4,684 4,919
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Total operating expenses................................................................ 21,815 23,353
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Operating income............................................................................ 6,737 1,919
Other income (expense):
Interest income........................................................................... 127 217
Interest expense.......................................................................... (224) (326)
Other, net................................................................................ (206) (311)
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Total other income (expense)............................................................ (303) (420)
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Net income before income taxes.............................................................. 6,434 1,499
Income tax benefit.......................................................................... 3,888 7,410
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Net income.................................................................................. $ 10,322 $ 8,909
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Net income per share:
Basic..................................................................................... $ 0.37 $ 0.33
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Diluted................................................................................... $ 0.35 $ 0.30
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Weighted average shares outstanding:
Basic..................................................................................... 28,107 27,395
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Diluted................................................................................... 29,340 29,621
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</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
1
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GENRAD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
APRIL 3, JANUARY 2,
1999 1999
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(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................................. $ 11,873 $ 12,998
Accounts receivable, less allowance of $1,734 and $1,538.............................. 63,718 65,490
Inventory............................................................................. 38,898 32,989
Other current assets.................................................................. 9,407 7,119
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Total current assets................................................................ 123,896 118,596
Property and equipment, net of accumulated depreciation of $37,135 and $37,769............ 39,524 37,269
Deferred tax assets....................................................................... 19,868 15,368
Intangible assets, net of accumulated amortization of $6,586 and $5,636................... 36,174 35,744
Other assets.............................................................................. 1,099 1,248
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220,561 208,225
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................................................................... 12,051 10,299
Accrued liabilities................................................................... 19,340 19,786
Deferred revenue...................................................................... 9,856 6,789
Accrued compensation and employee benefits............................................ 4,826 6,844
Accrued income taxes.................................................................. 1,590 620
Current portion of long-term debt..................................................... 2,353 2,425
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Total current liabilities........................................................... 50,016 46,763
Long-term debt............................................................................ 5,294 6,062
Accrued pension benefits.................................................................. 11,068 11,488
Lease costs of excess facilities.......................................................... 3,956 3,854
Deferred revenue.......................................................................... 1,016 962
Other long-term liabilities............................................................... 3,682 5,065
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value, 60,000 shares authorized; 29,333 and 29,176 issued and
outstanding at April 3, 1999 and January 2, 1999, respectively...................... 29,333 29,176
Additional paid-in capital, common stock.............................................. 215,683 214,227
Treasury stock, net................................................................... (16,086) (14,958)
Accumulated deficit................................................................... (81,238) (91,560)
Accumulated other comprehensive loss.................................................. (2,163) (2,854)
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Total stockholders' equity.......................................................... 145,529 134,031
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$220,561 $ 208,225
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</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
2
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GENRAD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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<CAPTION>
QUARTER ENDED
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APRIL 3, APRIL 4,
1999 1998
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OPERATING ACTIVITIES:
Net income.............................................................. $ 10,322 $ 8,909
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization......................................... 2,888 2,116
Loss on disposal of property and equipment............................ 585 45
Deferred income tax benefit........................................... (4,500) (7,500)
Lease costs of excess facilities, net................................. - (392)
Increase (decrease) resulting from changes in operating assets and
liabilities:
Accounts receivable, net.............................................. 710 7,748
Inventory............................................................. (6,615) (7,876)
Other current assets.................................................. (2,340) (775)
Accounts payable...................................................... 1,933 (749)
Deferred revenue...................................................... 3,121 1,160
Accrued liabilities................................................... (118) (1,378)
Accrued compensation and employee benefits............................ (1,960) (2,679)
Accrued income taxes.................................................. 986 (118)
Other, net............................................................ (1,211) (246)
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Net cash provided by (used in) operating activities..................... 3,801 (1,735)
INVESTING ACTIVITIES:
Purchases of property and equipment..................................... (5,148) (4,370)
Purchase of intangible assets........................................... (1,380) (1,200)
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Net cash (used in) investing activities................................. (6,528) (5,570)
FINANCING ACTIVITIES:
Payments on long-term debt.............................................. (588) (610)
Proceeds from employee stock plans...................................... 4,181 2,329
Purchase of treasury stock.............................................. (3,696) -
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Net cash (used in) provided by financing activities..................... (103) 1,719
Effect of exchange rates on cash and cash equivalents..................... 1,705 2
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Decrease in cash and cash equivalents..................................... (1,125) (5,584)
Cash and cash equivalents at beginning of quarter......................... 12,998 21,883
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Cash and cash equivalents at end of quarter............................... $ 11,873 $ 16,299
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</TABLE>
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
3
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the Company's consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission. In the opinion of
management, the accompanying unaudited condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring adjustments,
considered necessary to present fairly the consolidated financial position at
April 3, 1999 and January 2, 1999, and the results of operations and cash flows
for the quarters ended April 3, 1999 and April 4, 1998. Interim results are not
necessarily indicative of the results for the full fiscal year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Certain prior period balances have been reclassified to conform to the
current presentation.
NET INCOME PER SHARE
A reconciliation of the weighted average shares used in computing net income
per share in accordance with Statement of Financial Accounting Standards No. 128
"Earnings per Share" for the quarters ended April 3, 1999 and April 4, 1998,
respectively, is as follows:
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QUARTER ENDED QUARTER ENDED
APRIL 3, 1999 APRIL 4, 1998
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SHARES SHARES
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<S> <C> <C>
Basic: Weighted average shares outstanding........ 28,107 27,395
Assumed exercise of stock options................. 1,233 2,226
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Diluted: Weighted average shares outstanding...... 29,340 29,621
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COMPREHENSIVE INCOME
For the quarters ended April 3, 1999 and April 4, 1998, comprehensive income
(loss) included changes in cumulative foreign currency translation adjustments
of $0.7 million and $(0.3) million, respectively. Total comprehensive income for
the quarters ended April 3, 1999 and April 4, 1998 totaled $11.0 million and
$8.6 million, respectively. At April 3, 1999, accumulated other comprehensive
loss totaled $2.2 million.
NOTE 2: INVENTORY
Inventory consists of the following at April 3, 1999 and January 2, 1999,
respectively (in thousands):
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APRIL 3, JANUARY 2,
1999 1999
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Raw materials.......................................................... $ 11,633 $ 10,316
Work in process........................................................ 18,487 13,880
Finished goods......................................................... 8,778 8,793
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$ 38,898 $ 32,989
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</TABLE>
4
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 3: CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to any such claims will not materially affect
the results of operations or the financial position of the Company.
NOTE 4: OPERATING SEGMENTS
The following table illustrates each of the Company's operating segments'
revenues and operating income (loss) for the quarters ended April 3, 1999 and
April 4, 1998, respectively. The amounts provided herein are those utilized by
the respective segment's President, in conjunction with the Company's President
and Chief Executive Officer, in allocating resources and evaluating performance.
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EMS ADS GRS TOTAL
------- ------ -------- -------
<S> <C> <C> <C> <C>
QUARTER ENDED APRIL 3, 1999:
Revenues:
Product...................................................... $29,698 $2,044 $ 4,941 $36,683
Service...................................................... 7,409 6,450 2,568 16,427
------- ------ -------- -------
Total revenues............................................. $37,107 $8,494 $ 7,509 $53,110
------- ------ -------- -------
------- ------ -------- -------
Operating income............................................... $ 9,346 $1,220 $ 1,257 $11,823
------- ------ -------- -------
------- ------ -------- -------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Quarter ended April 4, 1998:
Revenues:
Product...................................................... $31,377 $3,337 $ 876 $35,590
Service...................................................... 7,779 4,957 748 13,484
------- ------ -------- -------
Total revenues............................................. $39,156 $8,294 $ 1,624 $49,074
------- ------ -------- -------
------- ------ -------- -------
Operating income (loss)........................................ $ 6,275 $ 441 $ (1,523) $ 5,193
------- ------ -------- -------
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</TABLE>
A reconciliation of the totals reported for the operating segments to net
income before income taxes in the condensed consolidated financial statements is
as follows:
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QUARTER QUARTER
ENDED APRIL 3, 1999 ENDED APRIL 4, 1998
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<S> <C> <C>
Operating income:
Total for reportable segments.... $11,823 $5,193
Corporate expenses (a)........... (5,086) (3,274)
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Operating income per consolidated
financial statements........... 6,737 1,919
Other expenses, net.............. (303) (420)
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Net income before income taxes..... $ 6,434 $1,499
------- ------
------- ------
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(a) Includes amortization of capitalized software, corporate research and
development and other charges.
5
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GENRAD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 5: TREASURY STOCK
On June 11, 1998, the Company's Board of Directors authorized the Company to
repurchase up to 2,500,000 shares of its common stock, which represented
approximately 8.0% of the then issued and outstanding shares of common stock. At
April 3, 1999, the Company had repurchased 1,225,600 shares of common stock at a
cost of approximately $18.7 million. The Company accounts for its treasury stock
utilizing the cost method.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GenRad, Inc. and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The matters discussed herein contain forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in Item 1
"Business" of the Company's Annual Report on Form 10-K for the year ended
January 2, 1999 as well as those discussed in this section and elsewhere in this
Quarterly Report on form 10-Q.
OVERVIEW
GenRad, Inc. ("GenRad" or "the Company"), which commenced operations in
1915, is a leading global manufacturing solutions company. GenRad designs,
manufactures and markets integrated hardware and software solutions that enable
the successful manufacture, test and service for microprocessors and other
electronic devices and components. The Company operates primarily in the United
States, Western Europe and Southeast Asia through its three business segments,
Electronic Manufacturing Solutions ("EMS"), Advanced Diagnostic Solutions
("ADS") and GR Software ("GRS").
EMS focuses on the integration of hardware and software for process control
in the manufacture of printed circuit boards, emphasizing inspection
technologies. EMS provides its customers with leading-edge, cost effective
solutions used to collect data about its manufacturing process and provide
reliable, timely and useful information which can be used to optimize
manufacturing processes.
ADS is a global leader in developing and marketing diagnostic solutions
comprised of hardware, software and services which optimize the manufacturing
and service capabilities of leading transportation and equipment companies. ADS
solutions are used by its customers to maximize manufacturing efficiencies at
time of product build as well as to maintain efficient and effective service
operations throughout the product's life.
GRS develops and markets product solutions and services to companies wishing
to achieve and maintain control over manufacturing processes. GRS' flagship
product, Shop Floor Data Manager -TM- ("SFDM"), manages a business's process
information necessary to manufacture products according to plan. SFDM also
enables the shop floor to communicate with a company's ERP systems to have a
real time direct impact on a business's manufacturing operations.
7
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of
total revenue represented by certain items in the Company's Condensed
Consolidated Statements of Operations.
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------
APRIL 3, APRIL 4,
1999 1998
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<S> <C> <C>
Total revenue........................................................ 100.0% 100.0%
Cost of revenue...................................................... 46.2% 48.5%
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Gross margin......................................................... 53.8% 51.5%
Selling, general and administrative.................................. 32.3% 37.6%
Research and development............................................. 8.8% 10.0%
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Total operating expenses......................................... 41.1% 47.6%
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Operating income..................................................... 12.7% 3.9%
Other income (expense)............................................... (0.6)% (0.8)%
Income tax benefit................................................... 7.3% 15.1%
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Net income........................................................... 19.4% 18.2%
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</TABLE>
1999 VS. 1998
Orders for the Company's products and services increased to $59.4 million
for the quarter ended April 3, 1999 from $53.9 million for the quarter ended
April 4, 1998. Orders during the quarter ended April 3, 1999 totaled $44.5
million for EMS, $7.5 million for ADS and $7.4 million for GRS. Orders during
the quarter ended April 4, 1998 totaled $45.0 million for EMS, $7.5 million for
ADS and $1.4 million for GRS. The increase in orders for GRS is attributable to
the acquisition of Industrial Computer Corporation ("ICC) in April 1998, which
contributed an incremental $5.3 million in orders during the quarter ended April
3, 1999, as well as increased orders and order values for the Company's other
GRS products. During the quarter ended April 3, 1999 orders in North America
totaled $31.8 million, orders in Europe totaled $23.7 million and orders in Asia
totaled $3.9 million. During the quarter ended April 4, 1998, orders in North
America totaled $27.9 million, orders in Europe totaled $22.0 million and orders
in Asia totaled $4.0 million. The increase in North American orders is
attributable to the acquisition of ICC in April 1998, whose business at the
present time is primarily in North America. The increase in European orders
reflects the improved economies of many European countries during the first
quarter of 1999.
Backlog totaled $27.9 million at April 3, 1999 compared to $21.6 million at
January 2, 1999. The Company believes that a substantial portion of backlog at
April 3, 1999 will be shipped during the second quarter of 1999.
Product revenue increased to $36.7 million for the quarter ended April 3,
1999 from $35.6 million for the quarter ended April 4, 1998. Product revenue for
the quarter ended April 3, 1999 totaled $29.7 million for EMS, $2.0 million for
ADS and $5.0 million for GRS. Product revenue for the quarter ended April 4,
1998 totaled $31.4 million for EMS, $3.3 million for ADS and $0.9 million for
GRS. The declines of approximately $1.7 million for EMS and $1.3 million for ADS
are attributable to lower demand for the Company's products during the quarter
ended April 3, 1999 as compared to the quarter ended April 4, 1998. The increase
of approximately $4.1 million in GRS product revenue is primarily attributable
to the acquisition of ICC in April 1998, which contributed incremental product
revenue of $3.7 million during the quarter ended April 3, 1999.
8
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Service revenue increased to $16.4 million for the quarter ended April 3,
1999 from $13.5 million for the quarter ended April 4, 1998. Service revenue for
the quarter ended April 3, 1999 totaled $7.4 million for EMS, $6.4 million for
ADS and $2.6 million for GRS. Service revenue for the quarter ended April 4,
1998 totaled $7.8 million for EMS, $5.0 million for ADS and $0.7 million for
GRS. The increases of approximately $1.4 million for ADS and $1.9 million for
GRS are attributable to increased volume of service contracts in ADS and the
acquisition of ICC in April 1998 in GRS.
Revenue from international markets decreased to $25.4 million, or 47.8% of
revenue, for the quarter ended April 3, 1999 from $26.1 million, or 53.1% of
revenue, for the quarter ended April 4, 1998. The percentage decrease was driven
by increased volume of business in North America attributable to the acquisition
of ICC in April 1998. Revenues from international markets are subject to the
risks of currency fluctuations.
Product margins were $22.3 million, or 60.8%, for the quarter ended April 3,
1999 compared to $20.5 million, or 57.6%, for the quarter ended April 4, 1998.
The increase in product margins, in both dollar value and percentage, was caused
by increased revenue and product margin in the Company's GRS business segment of
$4.1 million and $3.9 million, respectively. GRS' product margins generally are
significantly higher than the Company's EMS and ADS business segments. The
increase in product margins attributable to the Company's GRS business segment
was offset by decreased product margin in EMS and ADS of approximately $2.1
million. This decrease was caused by lower product revenue in the EMS business
segment and continued competitive conditions in the markets which the Company
serves.
Inventory turnover, excluding inventory related to the Company's contract
with The Ford Motor Company, for the quarter ended April 3, 1999 increased to
2.4 (annualized) as compared to 1.9 (annualized) for the quarter ended April 4,
1998. The increase in inventory turnover during the quarter ended April 3, 1999
as compared to the quarter ended April 4, 1998 is attributable to increased
operating efficiencies in manufacturing resulting from the Company's
restructuring efforts in 1998 as well as overall improved inventory management.
Service margins were $6.3 million, or 38.1%, for the quarter ended April 3,
1999 compared to $4.8 million, or 35.5%, for the quarter ended April 4, 1999.
The increase in service margins is attributable to increased utilization in the
service operations of the EMS and ADS business segments, accounting for an
increase in service margin of $0.7 million, and the acquisition of ICC in April
1998, accounting for approximately $0.8 million in incremental service margins.
Selling, general and administrative expenses decreased to $17.1 million, or
32.3% of total revenue, for the quarter ended April 3, 1999 from $18.4 million,
or 37.6% of total revenue, for the quarter ended April 4, 1998. The decrease in
selling, general and administrative expenses, both in dollars and as a
percentage of total revenue, is attributable to the restructuring actions
management implemented during the second and third quarters of 1998, accounting
for approximately $2.5 million of reduced selling, general and administrative
expenses. This decrease was offset by approximately $1.2 million in incremental
selling, general and administrative expenses resulting from the acquisition of
ICC in April 1998. The Company expects to continue to focus on cost minimization
efforts which it believes may result in continued lower selling, general and
administrative expenses, particularly as a percentage of total revenue. However,
there can be no assurances that such reductions can be achieved. Failure to
achieve such reductions may impact the Company's financial position, results of
operations or cash flow.
Research and development expenses decreased to $4.7 million, or 8.8% of
total revenue, for the quarter ended April 3, 1999 from $4.9 million, or 10.0%
of total revenue, for the quarter ended April 4, 1998. During the quarter ended
April 3, 1999, on-going research and development projects continue to be
9
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for in-circuit and functional test equipment software, a next generation
in-circuit hardware platform, a low cost functional test system and system
enhancements to the Company's GRS suite of products. The decrease in research
and development expenses is attributable to an increase in capitalized software
of $0.2 million during the quarter ended April 3, 1999 compared to the quarter
ended April 4, 1998. The Company expects to continue to invest in new product
development and enhancements to its existing products.
Interest expense decreased to $0.2 million for the quarter ended April 3,
1999 from $0.3 million for the quarter ended April 4, 1998. Interest expense
relates to the five-year term loan entered into in June 1997 which provided
approximately $12.0 million for the purchase of furniture and fixtures for the
Company's corporate headquarters and manufacturing facilities in Westford,
Massachusetts. Interest is payable quarterly in arrears at LIBOR plus 1.25%. The
decrease in interest expense is attributable to a decline in the LIBOR interest
rate during the quarter ended April 3, 1999 compared to the quarter ended April
4, 1998.
A net income tax benefit of $3.9 million was recorded in the quarter ended
April 3, 1999 compared to a net income tax benefit of $7.4 million in the
quarter ended April 3, 1998. The recorded income tax benefit of $3.9 million
results primarily from a reversal of a portion of the Company's deferred tax
asset valuation allowance totaling $4.5 million which was recorded due to
management's expectations of future income and expected utilization of the
Company's domestic and foreign net operating loss carryforwards. Excluding the
reversal of a portion of the deferred tax asset valuation allowance, the income
tax provision increased to $0.6 million for the quarter ended April 3, 1999 from
$0.1 million for the quarter ended April 3, 1998. The increase in the income tax
provision is caused by higher pre-tax net income. Management will continue to
assess the realizability of deferred tax assets based on actual and forecasted
results.
LIQUIDITY AND SOURCES OF CAPITAL
SOURCES AND USES OF CASH
Cash and cash equivalents at April 3, 1999 totaled approximately $11.9
million, compared to approximately $13.0 million at January 2, 1999 and
approximately $16.3 million at April 4, 1998. The Company's current ratio at
April 3, 1999 and January 2, 1999 was 2.5 and was 3.9 at April 4, 1998. Net cash
provided by operating activities was $3.8 million for the quarter ended April 3,
1999, compared to net cash used in operating activities of $1.7 million for the
quarter ended April 4, 1998.
The change in cash provided by operating activities during the quarter ended
April 3, 1999 as compared to the quarter ended April 4, 1998 is primarily
derived from increased net income, improved inventory management during the
quarter, improved payment timing on long-term contracts, and better cash
management related to timing of vendor payments, all of which are offset by a
decrease in net cash collections during the quarter ended April 3, 1999.
During the quarter ended April 3, 1999, the Company's accounts receivable
turnover was approximately 3.6 (annualized) compared to approximately 3.5
(annualized) for the quarter ended April 4, 1998. The slight improvement
reflects management's continued focus on cash collections, offset by continued
customer demands for more favorable payment terms during the quarter ended April
3, 1999.
During the quarter ended April 3, 1999, net cash used in investing
activities was $6.5 million, compared to $5.6 million for the quarter ended
April 4, 1998. Capital expenditures totaled $5.1 million for the quarter ended
April 3, 1999 compared to $4.4 million for the quarter ended April 4, 1998. Cash
used in
10
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the acquisition of certain intangible assets totaled $1.4 million for the
quarter ended April 3, 1999 compared to $1.2 million for the quarter ended April
4, 1998.
The increase in capital expenditures during the quarter ended April 3, 1999
compared to the quarter ended April 4, 1998 is attributable to the Company's new
business system implementation. Beginning in 1998, the Company began efforts to
implement SAP R/3 -TM- ("SAP"), an enterprise resource planning system. During
the quarter ended April 3, 1999, total capital expenditures related to the
Company's SAP implementation totaled approximately $2.7 million. At the end of
1998, the Company had completed Phase I of this project with the successful
implementation of certain modules of the SAP ERP system. During the quarter
ended April 3, 1999, the Company began Phase II of this project, which involves
the implementation of certain other modules of SAP, including sales,
manufacturing and distribution related modules. Total expenditures in 1999 are
expected to approximate $7.0 million to $8.0 million. Thereafter, the Company
expects to continue to incur certain capital expenditures related to the
implementation of SAP, however such expenditures are expected to be
significantly less than those made in 1998 and expected to be made in 1999.
Cash used in the acquisition of certain intangible assets of $1.4 million
represents the costs of software capitalized in accordance with Statement of
Financial Accounting Standards No. 86 as well as the direct purchase of certain
intangible assets from third parties.
Net cash used in financing activities was $0.1 million for the quarter ended
April 3, 1999 compared to net cash provided by financing activities of $1.7
million for the quarter ended April 4, 1998. The change in cash provided by/used
in financing activities during the quarter ended April 3, 1999 as compared to
the quarter ended April 4, 1998 is primarily attributable to the Company's stock
repurchase plan. During the quarter ended April 3, 1999, the Company re-acquired
shares of its common stock at a total cost of approximately $3.7 million.
Offsetting this cash outflow were proceeds from the issuance of common stock
related to the Company's employee stock plans totaling $4.2 million during the
quarter ended April 3, 1999 compared to $2.3 million during the quarter ended
April 4, 1998.
STOCK REPURCHASE PROGRAM
During the second quarter of 1998, the Company commenced a stock repurchase
program whereby the Company will purchase, in the open market, shares of its
stock. The Company intends to buy back its stock at times when the market price
of the stock presents opportunities to do so. The Company's stock repurchase
plan is intended as a means to partially mitigate the dilutive impact of stock
options and to provide an alternative investment for the Company's excess cash.
The Plan has been funded entirely through operating cash flow, however, the
Company may if it considers it prudent, utilize its available credit facilities
in connection with its stock repurchase program. Through April 3, 1999, the
Company had utilized approximately $18.7 million to repurchase 1,225,600 shares
of its common stock.
CREDIT FACILITY
The Company has a $50.0 million credit facility, which requires the Company
to maintain certain financial and operating covenants and expires in July 2001.
Borrowings on the line are payable on demand and bear interest, which is payable
quarterly in arrears, at the lesser of the bank's prime rate or LIBOR plus a
range from 0.75% to 1.50%, as determined from time to time by the bank. Under
the terms of the credit facility, the Company is required to pay a commitment
fee on the unused portion of the line ranging from 0.25% to 0.50% of the total
unused portion of the line dependent on the Company's operating performance. At
April 3, 1999, no borrowings were outstanding under the line.
11
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
The Company's primary source of liquidity is internally generated funds. In
1999, the Company anticipates it will fund its working capital and capital
expenditure requirements, make principal and interest payments on its borrowings
and meet its cash obligations from internally generated funds and from its
available credit facility. As the Company continues to invest in new product
developments and enhancements to existing products, it expects research and
development expenditures to continue at approximately the same percentage of
sales as prior fiscal years.
EFFECTS OF INFLATION AND FOREIGN EXCHANGE
Although the Company cannot accurately determine the precise effect of
inflation on its operations, it does not believe inflation has had a material
effect on its revenues or its results of operations. The Company attempts to
mitigate inflationary cost increases by continuously improving manufacturing
methods and technologies. Management does not expect inflation to have a
significant impact on operations in the foreseeable future.
The Company maintains development, sales and support facilities in several
locations worldwide, including, England, France, Germany, Switzerland,
Singapore, and Mexico, among others. A significant amount of the Company's
business is conducted with companies located in these and other countries and
certain transactions may be denominated in currencies other than the US dollar.
As a result, the Company may experience transaction gains and losses as a result
of currency fluctuations. In order to minimize its exposure to loss from changes
in foreign currency exchange rates, the Company mitigates its risk using foreign
currency forward exchange contracts. The Company's currency risk mitigation
strategies are designed to reduce the Company's vulnerability to certain foreign
currency exchange exposures. In executing its strategies, the Company actively
monitors foreign currency exchange rates and executes foreign currency forward
exchange contracts, primarily with financial institutions. These contracts serve
to offset the impact of actual foreign currency changes, e.g. if currency rates
changed with respect to a certain transaction resulting in a loss to the
Company, the forward contract would be structured to result in a gain, thereby
minimizing the actual loss incurred, if any.
The Company may be subject to losses resulting from unanticipated changes in
foreign currency exchange rates. The market factors that expose the Company in
this regard include economic conditions in which the Company conducts business
as well as the Company's ability to effectively and efficiently engage in
foreign currency forward exchange contracts at competitive rates with financial
institutions or others. The Company expects to continue these or similar
practices in the future to the extent appropriate. Historically, actual results
of the Company's foreign currency risk management procedures have been in line
with management's expectations and have not resulted in significant gains or
losses, however, there can be no assurance that these results will continue in
the future.
THE INTRODUCTION OF THE EURO
The Company is aware of and has developed systems designed to handle the
introduction of the Euro as an effective currency in Europe. Although the
Company believes the systems that have been implemented are sufficient for the
Company to be able to process Euro denominated transactions, there can be no
assurances that such systems will continue to function as designed. If they do
not so function, GenRad's financial results could be adversely affected. To
date, the Company has not encountered any significant processing issues related
to the introduction of the Euro. The introduction of the Euro has not materially
affected the manner in which the Company conducts its operations, nor has it
required the Company to alter any significant contracts with suppliers and/or
financial institutions.
12
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FACTORS THAT MAY AFFECT FUTURE RESULTS
This Quarterly Report may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results of operations and
future financial condition may differ materially from those expressed in any
such forward-looking statements as a result of many factors that may be beyond
the Company's control. Factors that might cause such differences include, but
are not limited to, those discussed below.
The Company has experienced and expects to continue to experience
fluctuations in its results of operations, particularly on a quarterly basis.
The Company's expense levels are based, in part, on expectations of future
revenues. If revenue levels in a particular period do not meet expectations, due
to the timing of the receipt of orders from customers, customer cancellations or
delays of shipments, then operating results could be adversely impacted.
The market for the Company's products is characterized by rapid
technological change, an increased demand for specific feature requests by
customers, evolving industry standards, and frequent new product introductions.
The introduction 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. Future operating results are dependent upon
the Company's ability to develop, design, manufacture and market technologically
innovative products that meet customer needs.
Competition in the markets where the Company operates is intense. The
Company continues to invest in manufacturing productivity to try to minimize the
impact of competitive pricing pressures, fluctuations within the Company's
product mix, potential inventory obsolescence exposure and start-up
manufacturing costs for new product introductions.
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,
supply shortages or increases in the costs of key raw materials could have a
material adverse effect on the Company.
THE YEAR 2000 ISSUE
Many computer systems and other equipment with embedded chips or processors
use only two digits to represent the year. Consequently, they may be unable to
process certain dates before, during and after the year 2000. As a result,
entities are at risk for possible miscalculations or system failures causing
disruptions in their operations. GenRad has and continues to evaluate its
operations to assess modifications needed for this issue. A full time project
manager position was established in 1998 to address the Year 2000 issue.
13
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GenRad has a comprehensive worldwide program that is intended to identify
and correct potential material problems related to the Year 2000 in its
products, information systems, infrastructure and manufacturing facilities. The
work plan established involves the following phases:
<TABLE>
<CAPTION>
ANTICIPATED
PHASE STATUS COMPLETION DATE
- ------------------------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Inventory GenRad products, assets, facilities First pass complete. Planned for summer of 1999 as
and manufacturing and business processes. verification of first pass.
Final review scheduled for
completion in Fall 1999.
Assess the risk associated with that inventory. First pass complete. Planned for summer of 1999 as
verification of first pass.
Final review scheduled for
completion in Fall 1999.
Correct business systems impacted by Year 2000 On-going Fall 1999.
issues.
Identify and communicate to customers those On-going. Customers are Fall 1999.
products that will be Year 2000 compliant, identified as product
that have a remediation path to make those assessments are completed.
products Year 2000 compliant and that have no
remediation path and will not be Year 2000
compliant.
Test and document all of the above that must be On going. Fall 1999.
or are represented to be compliant.
</TABLE>
A number of inventory reviews have been completed and will continue to be
updated in the future. Software and hardware, as well as tools to test, age and
evaluate data, have been acquired, are being installed and are being utilized
for the Year 2000 compliance work plan. Test plans for items identified as
critical are either being deployed or currently being developed.
Prior to addressing the Year 2000 issue, GenRad had decided to replace all
of its business system software. GenRad is replacing its worldwide business
systems with systems that use programs primarily from SAP America, Inc. ("SAP").
SAP has advised GenRad that its programs are Year 2000 compliant. The financial
system replacement was completed in the first quarter of 1999, while the
manufacturing, materials, order entry and service portions are scheduled for
completion in the fourth quarter of 1999. As a contingency, the existing
business systems have been corrected, tested and determined to be Year 2000
compliant. Although the results have been tested, there can be no assurances
that such systems will function as tested, if necessary, in the Year 2000.
With respect to GenRad products, the Company is in the process of designing
and executing scripted tests that will determine the impact of the Year 2000 on
each currently manufactured GenRad product. GenRad will treat any Year 2000
issue discovered during this process, if any, as an important product
maintenance issue and will make reasonable efforts to provide available fixes to
all worldwide GenRad
14
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
customers. The on-going status of GenRad's Year 2000 compliance for each product
it manufactures is posted on the Company's home page at the following web
address: http://www.genrad.com.
GenRad has initiated formal communications with all significant external
interfaces, including customers, banks and municipal agencies, and suppliers to
determine the extent to which GenRad is vulnerable to third party failures to
correct their own potential Year 2000 problems. GenRad's primary significant
external interfaces include its external banking service providers and municipal
agencies. The Company's banking service providers provide necessary service to
the Company in the area of cash management. Certain municipal agencies in the
municipalities in which GenRad operates provide necessary water and sewerage
services to the Company. GenRad's formal communications with suppliers and other
significant external interfaces have resulted in 59% of those contacted
responding. As of the date of this report, the Company has not identified any
suppliers or external interfaces which it believes critical to have a known Year
2000 compliance problem. GenRad's formal communications with its customers have
resulted in a 13% response rate of those contacted responding. A failure of any
of these interfaces or suppliers to adequately address their Year 2000 issues
could adversely affect the Company's operations. This communication process is
on going and is scheduled for completion by July of 1999.
Upon completion the results will be evaluated in the context of GenRad's
contingency plans. To date, GenRad has not identified any specific external
interfaces which it considers to place the Company at risk. However, no formal
discussions have yet to occur with the municipalities in which GenRad operates
as it pertains to local services such as water supply and sewerage services.
Costs incurred to date for the Year 2000 issue, primarily related to
software corrections, are approximately $750,000 with estimated future costs of
$475,000. The costs were and will continue to be funded through internally
generated resources, without cannibalizing the Company's information technology
budget or resources, and expensed as incurred in accordance with EITF 96-14,
"Accounting For the Costs Associated with Modifying Computer Software for the
Year 2000."
Management believes that Year 2000 issues will be addressed in a manner that
will prevent such issues from having a material adverse effect on GenRad results
of operations, financial position or cash flows. However, there can be no
assurances that management will be successful in addressing all Year 2000
issues. If management is not, the Company's operating results and financial
position could be materially and adversely impacted. In the worst case, although
not anticipated or considered likely by GenRad management, the Company may not
be able to operate manufacturing facilities or other support functions which
would have a material adverse effect on the Company's financial position and
results of operations for periods subsequent to 1999. Management believes that
its contingency plans, which include the use of alternative manufacturing
facilities currently available to the Company, and business systems, which the
Company currently utilizes, are adequate to mitigate the risk associated with
the Company's worst case scenario.
OTHER FACTORS
Other factors which could impact future results are past and future
acquisitions, strategic alliances, patent or product liability claims in excess
of available insurance coverage, changes in the Company's effective tax rates,
new regulatory requirements, political and economic changes, tariffs, trade
restrictions, transportation delays, foreign currency fluctuations and
inflation.
The Company disclaims any intent or obligation to update any forward-looking
statements that may be included in this report. Additionally, there can be no
assurance that other factors, not included above, could impact future results.
15
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
FINANCIAL INSTRUMENTS
On June 15, 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). This Statement is effective for all fiscal quarters of
all fiscal years beginning after June 15, 1999 (January 1, 2000 for the Company)
and requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The Company is currently determining the impact of the
adoption of SFAS 133 to its operating results or financial position.
16
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this report:
<TABLE>
<C> <S>
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.
10.1 Facility agreement dated June 26, 1997 between GenRad Limited and BankBoston, N.A.
London Branch, incorporated by reference to Exhibit 10.1 to the Company's report on
Form 10-Q for the quarter ended June 28, 1997.
10.2 Amended and restated revolving credit agreement dated May 6, 1997 between GenRad,
Inc. and BankBoston, N.A., incorporated by reference to Exhibit 10.2 to the Company's
report on Form 10-Q for the quarter ended June 28, 1997.
10.3 Severance Agreement between GenRad, Inc. and Kevin R. Cloutier effective as of May 9,
1997, incorporated by reference to Exhibit 10.3 to the Company's report on Form 10-Q
for the quarter ended September 27, 1997.
10.4 Severance Agreement between GenRad, Inc. and Paul Geere effective as of May 9, 1997,
incorporated by reference to Exhibit 10.4 to the Company's report on Form 10-Q for
the quarter ended September 27, 1997.
10.5 Severance Agreement between GenRad, Inc. and Lori B. Hannay effective as of May 9,
1997, incorporated by reference to Exhibit 10.5 to the Company's report on Form 10-Q
for the quarter ended September 27, 1997.
10.6 Severance Agreement between GenRad, Inc. and Sarah H. Lucas effective as of May 9,
1997, incorporated by reference to Exhibit 10.6 to the Company's report on Form 10-Q
for the quarter ended September 27, 1997.
10.7 Severance Agreement between GenRad, Inc. and James F. Lyons effective as of May 8,
1997, incorporated by reference to Exhibit 10.7 to the Company's report on Form 10-Q
for the quarter ended September 27, 1997.
10.8 Severance Agreement between GenRad, Inc. and Paul Pronsky, Jr. effective as of May 9,
1997, incorporated by reference to Exhibit 10.8 to the Company's report on Form 10-Q
for the quarter ended September 27, 1997.
10.9 Severance Agreement between GenRad, Inc. and Michael W. Schraeder effective as of May
9, 1997, incorporated by reference to Exhibit 10.9 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.10 Severance Agreement between GenRad, Inc. and Walter A. Shephard effective as of
October 24, 1997, incorporated by reference to Exhibit 10.10 of the Company's report
on Form 10-K for the year ended January 3, 1998.
10.11 Severance Agreement between GenRad, Inc. and Gary H. Mueller effective as of October
24, 1997, incorporated by reference to Exhibit 10.11 of the Company's report on Form
10-K for the year ended January 3, 1998.
10.12 Agreement dated February 12, 1997 between GenRad Limited and Ford Motor Company,
incorporated by reference to Exhibit 10.12 Of the Company's report on Form 10-K for
the year ended January 2, 1999.
</TABLE>
17
<PAGE>
<TABLE>
<C> <S>
10.13 Settlement agreement and Mutual General Release dated April 7, 1999 between William
E. Gaines, William E. Massaker, Frank B. Wingate and Heritage Investment Limited
Partnership and GenRad, Inc., James F. Lyons and Paul Pronsky Jr., incorporated by
reference to Exhibit 10.13 of the Company's report on Form 10-K for the year ended
January 2, 1999.
11. Statement re: Computation of Net Income Per Share, attached.
27. Financial Data Schedule, attached.
</TABLE>
(b) There were no reports on Form 8-K filed during the quarter ended April 3,
1999.
18
<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.
<TABLE>
<S> <C> <C>
GENRAD, INC.
By: /s/ WALTER A. SHEPHARD
-----------------------------------------
Walter A. Shephard
Vice President and
Chief Financial Officer and Clerk
</TABLE>
Date: May 17, 1999
19
<PAGE>
EXHIBIT 11.
GENRAD, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------
APRIL 3, APRIL4,
1999 1998
------------- -------------
<S> <C> <C>
Basic net income per share:
Net income....................................................................... $ 10,322,000 $ 8,909,000
------------- -------------
------------- -------------
Weighted average common shares outstanding....................................... 28,107,000 27,395,000
------------- -------------
------------- -------------
Basic net income per share....................................................... $ 0.37 $ 0.33
------------- -------------
------------- -------------
Diluted net income per share:
Net income....................................................................... $ 10,322,000 $ 8,909,000
------------- -------------
------------- -------------
Weighted average common shares outstanding....................................... 28,107,000 27,395,000
Weighted average common share equivalents........................................ 1,233,000 2,226,000
------------- -------------
Total............................................................................ 29,340,000 29,621,000
------------- -------------
------------- -------------
Diluted net income per share..................................................... $ 0.35 $ 0.30
------------- -------------
------------- -------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 3, 1999 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE QUARTER ENDED APRIL 3, 1999 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> JAN-01-2000
<PERIOD-END> APR-03-1999
<EXCHANGE-RATE> 1
<CASH> 11,873
<SECURITIES> 0
<RECEIVABLES> 65,452
<ALLOWANCES> 1,734
<INVENTORY> 38,898
<CURRENT-ASSETS> 123,896
<PP&E> 76,659
<DEPRECIATION> 37,135
<TOTAL-ASSETS> 220,561
<CURRENT-LIABILITIES> 50,016
<BONDS> 0
0
0
<COMMON> 29,333
<OTHER-SE> 116,196
<TOTAL-LIABILITY-AND-EQUITY> 220,561
<SALES> 36,683
<TOTAL-REVENUES> 53,110
<CGS> 14,382
<TOTAL-COSTS> 24,558
<OTHER-EXPENSES> 21,815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 224
<INCOME-PRETAX> 6,434
<INCOME-TAX> 3,888
<INCOME-CONTINUING> 10,322
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,322
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.35
</TABLE>
