<PAGE>
Exhibit 99
GENRAD CHOICE INVESTMENT PLAN
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional Information Required for Form 5500
for the year ended December 31, 1999
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Table of Contents
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<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C>
Report of Independent Accountants 1
Basic Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
</TABLE>
* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
GenRad Choice Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of GenRad Choice Investment Plan (the "Plan") at December 31, 1999 and December
31, 1998, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
May 26, 2000
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Statements of Net Assets Available for Benefits
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<TABLE>
<CAPTION>
As of December 31,
1999 1998
--------------------------------------------------
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE
Registered investment companies:
Vanguard International Growth Fund $ 1,389,109 $ 1,002,036
Vanguard LifeStrategy Conservative Growth Fund 124,846 83,004
Vanguard LifeStrategy Growth Fund * 3,277,400 1,784,648
Vanguard LifeStrategy Income Fund 65,802 108,351
Vanguard LifeStrategy Moderate Growth Fund 1,426,038 1,149,983
Vanguard Prime Money Market Fund * 8,961,617 * 8,872,614
Vanguard PRIMECAP Fund * 8,354,552 * 3,906,734
Vanguard Total Bond Market Index Fund 2,483,889 * 3,070,148
Vanguard Wellington Fund * 12,698,229 * 13,310,596
Vanguard Windsor II Fund * 15,647,508 * 18,804,063
---------------------- -----------------------
54,428,990 52,092,177
GenRad Common Stock Fund * 3,753,174 * 3,627,861
Participant Loans 959,530 1,034,611
---------------------- -----------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 59,141,694 $ 56,754,649
====================================================
</TABLE>
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
-------------------------------------------------
<S> <C> <C>
Additions
Investment income:
Interest and dividend income, investments $ 4,353,499 $ 4,298,549
Interest income, participant loans 61,470 90,332
Net depreciation in fair value of investments (1,270,638) (1,197,921)
------------------------------------------------
3,144,331 3,190,960
------------------------------------------------
Contributions:
Employer 1,769,581 1,469,237
Participant 3,868,845 4,348,153
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5,638,426 5,817,390
------------------------------------------------
Asset transfers in - 537,083
Other additions - 11,747
------------------------------------------------
Total additions 8,782,757 9,557,180
------------------------------------------------
Deductions
Payment of benefits 6,362,685 4,242,537
Administrative expenses 33,027 23,954
------------------------------------------------
Total deductions 6,395,712 4,266,491
------------------------------------------------
Net increase 2,387,045 5,290,689
Net assets available for plan benefits:
Beginning of period 56,754,649 51,463,960
-------------------------------------------------
End of period $ 59,141,694 $ 56,754,649
=================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Notes to Financial Statements
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the GenRad Choice Investment Plan ("Plan") provides
only general information. Participants should refer to the Plan Agreement for a
more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-time employees of
GenRad, Inc. ("Company") who have at least one month of service with the Company
or any of its subsidiaries. The Plan was established on December 31, 1943 and
has been amended from time to time. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by an administrative committee appointed by the Company.
Contributions
Participants may contribute up to 15% of their annual compensation to the extent
that the contributions comply with Internal Revenue Code ("IRC") limitations.
These contributions are not subject to federal income taxes until withdrawn, in
accordance with Section 401(k) of the IRC. Effective July 1, 1998, the Company
matches 50% of employee contributions, up to a maximum of 10% of compensation
paid. Prior to this date, the Company matched 50% of employee contributions, up
to a maximum of 6% of compensation paid. The Plan also includes a profit-sharing
component, whereby the Company may make a contribution from its consolidated
current or accumulated earnings in an amount determined by the Board of
Directors on or before the last day of the Company's fiscal year. No
profit-sharing contributions were made during 1999 or 1998.
Participant Accounts
A separate account is maintained for each investment option of a participant by
type of contribution. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's contributions
and, (b) Plan earnings, and charged with an allocation of administrative
expenses. Plan earnings are allocated and credited to the account daily based on
the adjusted balance of each participant's account. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account. Administrative expenses are charged to each
participant's account on a quarterly basis totaling $20 annually.
Vesting
Participants who were employees of the Company on or prior to December 31, 1995
are fully vested in all Company and employee voluntary contributions plus actual
earnings thereon upon entering the Plan. Participants who became employees
subsequent to December 31, 1995 are fully vested in all employee contributions
and earnings thereon upon entering the Plan. Company contributions and related
earnings for these participants, however, vest at a rate of 25% per year of
service.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer to (from) the investment fund from (to)
Participant loans. Loan terms can be no longer than five years or up to fifteen
years for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at a rate commensurate
with the prime rate plus 1% at the date the loan is issued. Interest rates range
from six to nine percent. Principal and interest is paid ratably through monthly
payroll deductions.
-4-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
Payment of Benefits
In case of a normal retirement, retirement due to permanent disability or
termination of employment, participants may elect to receive the value of their
vested account balance in a lump sum, in accordance with the provisions of the
Plan. In the event that a participant dies before retirement, the beneficiary
will receive the value of the participant's vested account balance in a lump-sum
distribution, less the value of outstanding loans made to the participant.
Participants qualifying for a hardship withdrawal may receive all or a portion
of their contributions, plus investment return earned thereon, but not more than
the amount necessary to meet the financial hardship.
Forfeited Accounts
At December 31, 1999, forfeited nonvested accounts totaled $140,919. These
accounts will be used to reduce future employer contributions. In 1999, employer
contributions were not reduced by any amounts from forfeited nonvested accounts.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Investment Options
During the plan years ended December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
VANGUARD INTERNATIONAL GROWTH FUND: Seeks to provide long-term growth
of capital by investing in stocks of high-quality, seasoned companies
based outside the United States. Stocks are selected from more than 15
countries.
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND: Seeks to provide a high
level of income and moderate long-term growth of capital and income by
investing in five Vanguard funds: a domestic stock fund, an
international stock fund, two bond funds, and an asset allocation fund.
The fund's asset allocation ranges are expected to be 25%-50% stocks,
50%-75% bonds, and 0%-25% cash investments.
VANGUARD LIFESTRATEGY GROWTH FUND: Seeks to provide long-term growth of
capital by investing in four other Vanguard funds: a domestic stock
fund, an international stock fund, a bond fund, and an asset allocation
fund. The fund's asset allocation ranges are expected to be 65%-90%
stocks, 10%-35% bonds, and 0%-25% cash investments.
VANGUARD LIFESTRATEGY INCOME FUND: Seeks to provide a high level of
income by investing in four Vanguard funds: a stock fund, two bond
funds, and an asset allocation fund. The fund's asset allocation ranges
are expected to be 5%-30% stocks, 70%-95% bonds, and 0%-25% cash
investments.
VANGUARD LIFESTRATEGY MODERATE GROWTH FUND: Seeks to provide a
reasonable level of income and long-term growth of capital and income
by investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund.
The fund's asset allocation ranges are expected to be 45%-70% stocks,
30%-55% bonds, and 0%-25% cash investments.
-5-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
VANGUARD PRIME MONEY MARKET FUND: Seeks to provide high income and a
stable share price of $1 by investing in short-term, high-quality money
market instruments issued by financial institutions, non-financial
corporations, the U.S. government, and federal agencies.
VANGUARD PRIMECAP FUND: Seeks long-term growth of capital by investing
in stocks of companies with above-average prospects for continued
earnings growth, strong industry positions, and skilled management
teams.
VANGUARD TOTAL BOND MARKET INDEX FUND: Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized
measure of the entire taxable U.S. bond market.
VANGUARD WELLINGTON FUND: Seeks to provide income and long-term growth
of capital without undue risk to capital by investing about 65% of its
assets in stocks and the remaining 35% in bonds.
VANGUARD WINDSOR II FUND: Seeks to provide long-term growth of capital
and income from dividends by investing in a diversified group of
out-of-favor stocks of large-capitalization companies. The stocks
generally sell at prices below the overall market average compared to
their dividend income and future return potential.
GENRAD COMMON STOCK FUND: Seeks to provide the potential for long-term
growth through increases in the value of the stock and reinvestment of
its dividends.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Financial Statement Presentation
The Plan adopted Statement of Position (SOP) 99-3, ACCOUNTING FOR AND REPORTING
OF CERTAIN DEFINED CONTRIBUTION BENEFIT PLAN INVESTMENTS AND OTHER DISCLOSURE
MATTERS. Certain reclassifications of the 1998 amounts have been made to conform
to the 1999 presentation in accordance with SOP 99-3. This SOP eliminated the
requirement to report changes in net assets for participant-directed
investments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
-6-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The Company stock fund is valued
at its year-end unit closing price (comprised of year-end market price plus
uninvested cash position). Participant loans are valued at cost which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for Plan investments.
Transactions in such investments qualify as party-in-interest transactions which
are exempt from the prohibited transaction rules. During the year the Plan had
purchases of $884,766 and sales of $799,416 of Company stock.
NOTE 4 - PLAN EXPENSES
The Company pays a portion of the expenses for services necessary for the
administration of the Plan.
NOTE 5 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Registered investment companies $ (1,310,601) $ 1,711,554
Common Stock 39,963 (2,909,475)
----------------- -----------------
$ (1,270,638) $ (1,197,921)
----------------- -----------------
</TABLE>
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated July 3, 1995, that the plan and related trust are designed in accordance
with applicable sections of the IRC. The Plan has been amended since receiving
the determination letter. However, the Plan
-7-
<PAGE>
GENRAD CHOICE INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
NOTE 7 - SUBSEQUENT EVENTS
As a result of acquisitions by the Company subsequent to December 31, 1999, the
SRT Savings, Profit-Sharing and Retirement Plan and the Nicolet Instrument
Corporation Retirement Savings Plan were merged with and into the Plan effective
March 24, 2000.
-8-
<PAGE>
ADDITIONAL INFORMATION
REQUIRED FOR FORM 5500
<PAGE>
GENRAD CHOICE INVESTMENT PLAN Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
--------------------------------------------------------------------------------
GenRad Choice Investment Plan, EIN 04-1360950
Attachment to Form 5500, Schedule H, Part IV, Line i:
<TABLE>
<CAPTION>
Identity of Issue Investment Type Current Value
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
* Vanguard International Growth Fund Registered Investment Company $ 1,389,109
* Vanguard Life Strategy Conservative Growth Fund Registered Investment Company 124,846
* Vanguard Life Strategy Growth Fund Registered Investment Company 3,277,400
* Vanguard LifeStrategy Income Fund Registered Investment Company 65,802
* Vanguard LifeStrategy Moderate Growth Fund Registered Investment Company 1,426,038
* Vanguard Prime Money Market Fund Registered Investment Company 8,961,617
* Vanguard PRIMECAP Fund Registered Investment Company 8,354,552
* Vanguard Total Bond Market Index Fund Registered Investment Company 2,483,889
* Vanguard Wellington Fund Registered Investment Company 12,698,229
* Vanguard Windsor II Fund Registered Investment Company 15,647,508
* GenRad, Inc. Common Stock 3,753,174
* GenRad Choice Investment Plan Participant Loans (6.00% - 9.00%) 959,530
-------------------------
Total assets held for investment purposes $ 59,141,694
==========================
</TABLE>
* Party in Interest
-9-
