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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended October 2, 1999
Commission File Number 0-16960
---------------
THE GENLYTE GROUP INCORPORATED
AND SUBSIDIARIES
4360 BROWNSBORO ROAD
LOUISVILLE, KY 40207
(502) 893-4600
INCORPORATED IN DELAWARE I.R.S. EMPLOYER
IDENTIFICATION NO. 22-2584333
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 [ ]
THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF NOVEMBER 9,
1999 WAS 13,662,020.
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<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED OCTOBER 2, 1999
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income for the three
months ended October 2, 1999 and October 3, 1998............1
Consolidated Statements of Income for the nine
months ended October 2, 1999 and October 3, 1998............2
Consolidated Balance Sheets as of
October 2, 1999 and December 31, 1998.......................3
Consolidated Statements of Cash Flows for the nine
months ended October 2, 1999 and October 3, 1998............4
Notes to Consolidated Interim Financial Statements............5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..................10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS...................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................13
Signatures...................................................14
Exhibit 27: Financial Data Schedule..........................15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
(000'S OMITTED, EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Net sales $ 257,811 $ 174,178
Cost of sales 170,003 112,150
--------- ---------
Gross profit 87,808 62,028
Selling and administrative expenses 63,532 45,698
--------- ---------
Operating profit 24,276 16,330
Interest expense, net 1,393 1,365
Minority interest 6,880 2,857
--------- ---------
Income before income taxes 16,003 12,108
Income tax provision 6,745 5,208
--------- ---------
Net income $ 9,258 $ 6,900
========= =========
Earnings per share
Basic $ 0.67 $ 0.50
Diluted $ 0.66 $ 0.50
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
1
<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
(000'S OMITTED, EXCEPT PER SHARE DATA)
(Unaudited)
1999 1998
--------- ---------
Net sales $ 738,932 $ 434,629
Cost of sales 494,276 282,432
--------- ---------
Gross profit 244,656 152,197
Selling and administrative expenses 180,424 111,903
--------- ---------
Operating profit 64,232 40,294
Interest expense, net 3,664 3,189
Minority interest 18,575 2,857
--------- ---------
Income before income taxes 41,993 34,248
Income tax provision 17,920 14,727
--------- ---------
Net income $ 24,073 $ 19,521
========= =========
Earnings per share
Basic $ 1.74 $ 1.43
Diluted $ 1.73 $ 1.42
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 2, 1999 AND DECEMBER 31, 1998
(000'S OMITTED)
<TABLE>
<CAPTION>
(Unaudited)
10/02/1999 12/31/1998
---------- ----------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 9,071 $ 8,555
Accounts receivable, less allowance for doubtful
accounts of $13,542 and $10,907, respectively 179,204 146,167
Inventories:
Raw materials and supplies 47,705 43,167
Work in process 15,297 14,529
Finished goods 73,324 79,308
--------- ---------
Total inventories 136,326 137,004
Other current assets 29,770 25,520
--------- ---------
Total current assets 354,371 317,246
Plant and equipment, at cost 323,801 309,032
Less: accumulated depreciation and amortization 217,002 203,353
--------- ---------
Net plant and equipment 106,799 105,679
Cost in excess of net assets of acquired businesses 100,395 57,944
Other assets 27,133 20,733
--------- ---------
Total assets $ 588,698 $ 501,602
========= ==========
LIABILITIES & STOCKHOLDERS' INVESTMENT:
Current Liabilities:
Short-term borrowings $ - $ 1,932
Accounts payable 89,149 73,852
Accrued expenses and current portion of long-term debt 81,751 61,430
--------- ---------
Total current liabilities 170,900 137,214
Long-term debt 74,882 60,852
Deferred income taxes 30,161 30,293
Minority interest 96,760 84,649
Other liabilities 23,777 22,362
--------- ---------
Total liabilities 396,480 335,370
Stockholders' Investment:
Common stock 137 136
Additional paid-in capital 17,377 16,207
Retained earnings 144,599 120,526
Accumulated other comprehensive income 30,105 29,363
--------- ---------
Total stockholders' investment 192,218 166,232
--------- ---------
Total liabilities & stockholders' investment $ 588,698 $ 501,602
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998
(000'S OMITTED)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 24,073 $ 19,521
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 17,180 10,052
Loss (gain) from disposal of plant and equipment 194 -
Changes in assets and liabilities:
Accounts receivable (28,848) (21,558)
Inventories 2,795 1,145
Other current assets (3,903) (6,621)
Other assets (23,386) (1,404)
Accounts payable and accrued expenses 31,444 7,381
Deferred income taxes (256) (976)
Minority interest 12,111 2,857
Other liabilities 1,415 729
Minimum pension liability 230 (368)
All other, net 592 -
--------- ----------
Net cash provided by operating activities 33,641 10,758
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (31,392) 1,881
Purchases of plant and equipment (14,605) (11,027)
Purchases of treasury stock (271) -
--------- ----------
Net cash used in investing activities (46,268) (9,146)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock options exercised 1,442 2,224
Increase in debt, net 10,775 8,874
--------- ----------
Net cash provided by financing activities 12,217 11,098
--------- ----------
Effect of exchange rate changes on cash and cash equivalents 926 (1,114)
--------- ----------
Net increase (decrease) in cash and cash equivalents 516 11,596
Cash and cash equivalents at beginning of period 8,555 1,654
--------- ----------
Cash and cash equivalents at end of period $ 9,071 $ 13,250
========= ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 3,377 $ 2,994
Income taxes $ 14,302 $ 14,049
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS OF OCTOBER 2, 1999
(000'S OMITTED, EXCEPT PER SHARE DATA)
(Unaudited)
1. BASIS OF PRESENTATION
Throughout this Form 10-Q, the term "Company" as used herein refers to
The Genlyte Group Incorporated, including the consolidation of The
Genlyte Group Incorporated and Genlyte Thomas Group LLC ("Genlyte
Thomas"). The term "Genlyte" as used herein refers only to The Genlyte
Group Incorporated.
The financial information included is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
These results include the operations of Genlyte Thomas for the first
nine months of 1999 but only for the month of September in 1998. See
Note 5 regarding the formation of Genlyte Thomas.
The results of operations for the nine-month period ended October 2,
1999 are not necessarily indicative of the results to be expected for
the full year.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. USE OF ESTIMATES
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from these estimates.
3. COMPREHENSIVE INCOME
During the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 130 "Reporting Comprehensive
Income." The Statement establishes standards for the reporting and
display of comprehensive income and its components. For the three
months ended October 2, 1999 and October 3, 1998, total comprehensive
income was $8,926 and $39,999, respectively. For the nine months ended
October 2, 1999 and October 3, 1998, total comprehensive income was
$24,815 and $52,256, respectively. Total comprehensive income for the
three and nine-month periods in 1998 included a $34,217 after-tax gain
on the formation of Genlyte Thomas.
5
<PAGE>
4. EARNINGS PER SHARE
The calculation of the average common shares outstanding assuming
dilution for the three months ended October 2, 1999 and October 3, 1998
follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Average common shares outstanding 13,891 13,723
Incremental common shares issuable:
Stock option plans 38 5
----------- -----------
Average common shares outstanding assuming dilution 13,929 13,728
=========== ===========
</TABLE>
The calculation of the average common shares outstanding assuming
dilution for the nine months ended October 2, 1999 and October 3, 1998
follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Average common shares outstanding 13,814 13,652
Incremental common shares issuable:
Stock option plans 17 22
----------- -----------
Average common shares outstanding assuming dilution 13,831 13,674
=========== ===========
</TABLE>
5. FORMATION OF GENLYTE THOMAS GROUP LLC
On August 30, 1998, Genlyte and Thomas Industries Inc. ("Thomas")
completed the combination of the business of Genlyte with the lighting
business of Thomas ("Thomas Lighting"), in the form of a limited
liability company named Genlyte Thomas Group LLC ("Genlyte Thomas").
Genlyte Thomas manufactures, sells, markets and distributes consumer,
commercial, industrial and outdoor lighting fixtures and controls.
Genlyte contributed substantially all of its assets and liabilities to
Genlyte Thomas and received a 68% interest in Genlyte Thomas. Thomas
contributed substantially all of its assets and certain related
liabilities comprising Thomas Lighting and received a 32% interest in
Genlyte Thomas.
On an unaudited pro forma basis, assuming the business combination
described above had occurred at the beginning of the nine-month period
ended October 3, 1998, the results would have been:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ -----------------------------
Oct. 2, 1999 Oct. 3, 1998 Oct. 2, 1999 Oct. 3, 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 257,811 $ 240,639 $ 738,932 $ 699,657
Net income 9,258 7,203 24,073 18,522
Earnings per share $ 0.66 $ 0.52 $ 1.73 $ 1.35
</TABLE>
The pro forma results do not purport to state exactly what the
Company's results of operations would have been had the business
combination in fact been consummated as of the assumed date.
6
<PAGE>
6. ACQUISITION OF LEDALITE ARCHITECTURAL PRODUCTS INC. AND INVESTMENT IN
FIBRE LIGHT
On June 30, 1999, Genlyte Thomas acquired the assets and liabilities of
privately held Ledalite Architectural Products Inc., located in
Vancouver Canada. For accounting purposes, the assets and liabilities
acquired are valued at their fair values, which result from
management's preliminary determination of purchase accounting
adjustments and are based upon available information and certain
assumptions that management considers reasonable under the
circumstances. Consequently, the determination of these fair values as
reflected in the balance sheet is subject to change.
On May 10, 1999, Genlyte Thomas acquired a 2% interest (with rights to
acquire an additional 6%) in Fibre Light International, based in
Burleigh Heads, Queensland, Australia. The two companies then formed a
jointly owned limited liability company named Fibre Light U.S. LLC, of
which Genlyte Thomas owns 80%.
The purchase price of these acquisitions was approximately $31.5
million, consisting of $8.5 million in cash payments and $23 million in
borrowings.
7. PREFERRED STOCK PURCHASE RIGHTS
On September 13, 1999, Genlyte declared a dividend, as of the expiration
(September 18, 1999) of the rights issued under the Stockholder Rights
Plan dated as of August 29, 1989, of one preferred stock purchase right
for each outstanding share of Genlyte's common stock. Under certain
conditions, each right may be exercised to purchase one one-hundredth of
a share of junior participating cumulative preferred stock at a price of
$105.00 per share. The preferred stock purchased upon exercise of the
rights will have a minimum preferential quartely dividend of $25.00 per
share and a minimum liquidation payment of $100.00 per share. Each share
of preferred stock will have one hundred votes.
Rights become exercisable when a person, entity, or group of persons or
entities (Acquiring Person) acquires, or 10 business days following a
tender offer to acquire, ownership of 20% or more of Genlyte's
outstanding common stock. In the event that any person becomes an
Acquiring Person, each right holder will have the right to receive the
number of shares of common stock having a then current market value
equal to two times the aggregate exercise price of such rights. If
Genlyte were to enter into certain business combination or disposition
transactions with an Acquiring Person, each right holder will have the
right to receive shares of common stock of the acquiring company having
a value equal to two times the aggregate exercise price of the rights.
Genlyte may redeem these rights in whole at a price of $.01 per right.
The rights expire on September 12, 2009.
7
<PAGE>
8. SEGMENT REPORTING
During the fourth quarter of 1998, the Company adopted Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of
an Enterprise and Related Information" (SFAS No. 131). The Company's
reportable operating segments include the Commercial Segment, the
Residential Segment, and the Industrial and Other Segment. Inter-segment
sales are eliminated in consolidation and therefore are not presented in
the table below.
For the three months ended October 2, 1999 and October 3, 1998:
<TABLE>
<CAPTION>
Industrial
Commercial Residential and Other Total
----------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
1999
Net sales $ 190,364 $ 33,141 $ 34,306 $ 257,811
Operating profit 19,611 1,702 2,963 24,276
1998
Net sales $ 127,539 $ 24,579 $ 22,060 $ 174,178
Operating profit 12,950 1,379 2,001 16,330
</TABLE>
For the nine months ended October 2, 1999 and October 3, 1998:
<TABLE>
<CAPTION>
Industrial
Commercial Residential and Other Total
----------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
1999
Net sales $ 533,927 $ 103,326 $ 101,679 $ 738,932
Operating profit 50,106 5,192 8,934 64,232
1998
Net sales $ 325,325 $ 61,403 $ 47,901 $ 434,629
Operating profit 32,025 3,654 4,615 40,294
</TABLE>
8
<PAGE>
The Company has operations throughout North America. Information about
the Company's operations by geographical area for the three months
ended October 2, 1999 and October 3, 1998 follows. Foreign balances
represent primarily Canada and some Mexico.
<TABLE>
<CAPTION>
United States Foreign Total
---------------- --------------- ---------------
<S> <C> <C> <C>
1999
Net sales $ 223,919 $ 33,892 $ 257,811
Operating profit 19,508 4,768 24,276
Assets 490,997 97,701 588,698
1998
Net sales $ 151,316 $ 22,862 $ 174,178
Operating profit 13,760 2,570 16,330
Assets 434,318 67,284 501,602
Information about the Company's operations by geographical area for the
nine months ended October 2, 1999 and October 3, 1998 follows.
United States Foreign Total
---------------- --------------- ---------------
<S> <C> <C> <C>
1999
Net sales $ 648,276 $ 90,656 $ 738,932
Operating profit 55,390 8,842 64,232
Assets 490,997 97,701 588,698
1998
Net sales $ 376,617 $ 58,012 $ 434,629
Operating profit 35,009 5,285 40,294
Assets 434,318 67,284 501,602
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
COMPARISON OF THIRD QUARTER 1999 TO THIRD QUARTER 1998
Net sales for the third quarter of 1999 were $257.8 million, an increase of 48.0
percent from the third quarter of 1998. Net income for the third quarter of 1999
was $9.3 million ($.66 per share), a 34.2 percent increase over the third
quarter 1998 net income of $6.9 million ($.50 per share). Sales and earnings for
the third quarter of 1999 included the consolidated results of Genlyte Thomas
for three months, compared to only one month in the third quarter of 1998, and
included the results of Ledalite, following the June 30, 1999 acquisition. Net
sales on a comparable division basis grew 4.8 percent for the third quarter over
last year as the commercial construction markets that the Company serves
continued their year-to-year growth for 1999.
The formation of Fibre Light U.S. LLC and the acquisition of Ledalite are not
expected to have a material effect on the Company's earnings in 1999, but they
are expected to contribute to earnings in 2000 and beyond.
Cost of sales for the third quarter of 1999 was 65.9 percent of net sales,
compared to 64.4 percent in the third quarter of 1998. This increase results
from the higher mix of commodity fluorescent products in the 1999 third quarter
from Genlyte Thomas sales compared to the former Genlyte divisions. Selling and
administrative expenses decreased to 24.6 percent of sales in the third quarter
of 1999 from 26.2 percent in the third quarter of 1998 because expenses of the
former Genlyte divisions decreased with increasing sales, and because of
synergies related to corporate headquarters expenses. Operating profit increased
48.7 percent to $24.3 million in the third quarter of 1999 from $16.3 million in
the third quarter of 1998 because of the consolidated results of Genlyte Thomas.
Interest expense was $1.4 million in the third quarter of 1999 and 1998.
Minority interest of $6.9 million represents the 32 percent interest of Thomas
in the earnings of Genlyte Thomas for the third quarter of 1999, versus $2.9
million in the third quarter of 1998.
The effective tax rate was approximately 42.1 percent and 43.0 percent for the
1999 and 1998 third quarters, respectively.
COMPARISON OF FIRST NINE MONTHS 1999 TO FIRST NINE MONTHS 1998
Net sales for the first nine months of 1999 were $738.9 million, an increase of
70.0 percent from the first nine months of 1998. Net income for the first nine
months of 1999 was $24.1 million ($1.73 per share), a 23.3 percent increase over
1998 net income of $19.5 million ($1.42 per share) for the comparable period.
Sales and earnings for the first nine months of 1999 included the consolidated
results of Genlyte Thomas for nine months, compared to only one month in the
first nine months of 1998, and included the results of Ledalite, following the
June 30, 1999 acquisition.
10
<PAGE>
Net sales on a comparable division basis grew 4.8 percent for the first nine
months over last year as the commercial construction markets that the Company
serves continued their year-to-year growth for 1999.
Cost of sales for the first nine months of 1999 was 66.9 percent of net sales,
compared to 65.0 percent in the first nine months of 1998. This increase
resulted from the higher mix of commodity fluorescent products in the 1999 first
nine months from Genlyte Thomas sales compared to the former Genlyte divisions.
Selling and administrative expenses decreased to 24.4 percent of sales in the
first nine months of 1999 from 25.7 percent in the first nine months of 1998
because expenses of the corporate headquarters were lower in 1999 and sales were
70.0 percent higher. Operating profit increased 59.4 percent to $64.2 million in
the first nine months of 1999 from $40.3 million in the first nine months of
1998 because of the consolidated results of Genlyte Thomas.
Interest expense was $3.7 million in the first nine months of 1999, compared to
$3.2 million in the first nine months of 1998, primarily due to an increase in
short-term borrowings during the first quarter of 1999 over 1998 to fund
increased working capital. This increase was offset somewhat by a reduction in
interest rates compared to the same period last year. Minority interest of $18.6
million represents the 32 percent interest of Thomas in the earnings of Genlyte
Thomas for the first nine months of 1999, versus $2.9 million in the first nine
months of 1998.
The effective tax rate was approximately 42.7 percent and 43.0 percent for the
first nine months of 1999 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $9.1 million at October 2, 1999, compared to $8.6
million at December 31, 1998. Total debt increased to $74.9 million at October
2, 1999, compared to $62.8 million at December 31, 1998. The increase in
borrowings is due to the additional debt relating to the Ledalite and Fibre
Light acquisitions. Working capital at October 2, 1999 was approximately $183.5
million, compared to $180.0 million at December 31, 1998. Cash provided by
operating activities during the first nine months was $33.6 million, compared to
cash provided by operating activities of $10.8 million in the first nine months
last year. This increase was due mainly to the inclusion of Genlyte Thomas for
the full nine months in 1999, compared to one month in 1998. Cash used in
investing activities was $46.3 million, primarily for the Ledalite acquisition
as well as for normal plant and equipment purchases. Cash provided by financing
activities was $12.2 million, primarily from increased debt referenced above.
The Company believes that currently available cash and borrowing facilities,
combined with internally generated funds, should be sufficient to fund capital
expenditures as well as any increase in working capital required to accommodate
business needs in the foreseeable future.
Effective October 7, 1999, Genlyte Thomas exercised its option to increase its
revolving credit facility to $150 million from $125 million. This credit
facility matures in August 2003. Total borrowings under this facility at October
2, 1999 were $22.0 million, classified as long-term. The Company's remaining
long-term debt at October 2, 1999 consisted of $22.3 million payable to Thomas,
$10.5 million in industrial revenue bonds, and $20.1 million in separate bank
financing.
11
<PAGE>
YEAR 2000 ISSUES
The Company has substantially completed executing its plans to prepare its
information technology (IT) systems and non-information technology systems with
embedded technology (ET) for the year 2000 issue. Both internal and external
resources were utilized to identify, correct, and test systems for year 2000
readiness. External resources included nationally recognized consulting firms
and other specialized technology resource providers.
The Company has identified and documented all IT and ET components believed to
be affected by the year 2000 issue. This inventory includes mainframe hardware
and software, personal computer hardware and software, communications hardware
and software, and various other devices controlled by ET (security systems,
telephone systems, HVAC systems, manufacturing machinery, etc.) which may
contain date processing functions. The assessment of this inventory with regard
to year 2000 readiness is also complete. The Company has determined the status
of these components with regard to year 2000 readiness by contacting third party
providers of these components or performing analyses utilizing internal or
external resources. All components identified to date as non-year 2000 compliant
have either been made compliant or are in the process of being replaced or
upgraded to be made compliant. All core business systems are believed to be
compliant. The only items remaining to be replaced or upgraded are non-critical
to the core business processes.
The Company has also been addressing the year 2000 readiness of third parties
whose business interruption could have a material negative impact on the
Company's business. These parties include raw material vendors, other service
providers, and customers. Vendors, service providers, and selected customers
have been contacted to determine their readiness.
Through October 2, 1999 the Company has spent approximately $3.0 million on
external resources, hardware and software required to address the year 2000
issue. Of this amount, approximately $1.1 million was spent in the first nine
months of 1999. Management expects no significant additional external costs will
be incurred in the remainder of 1999 to attain year 2000 readiness. Although
numerous employees have also been used to address the year 2000 issue, the
Company does not track their time and costs related to this effort.
Despite diligent preparation, unanticipated third-party failures, more general
public infrastructure failures, or other unforeseen issues within the Company's
systems could have a material adverse impact on results of operations, financial
condition and/or cash flows in the fourth quarter of 1999 and beyond. However,
management believes through execution of its plan, year 2000 processing will not
cause significant disruptions in the Company's business.
The statements contained in the foregoing year 2000 readiness disclosure are
subject to certain protection under the Year 2000 Information and Readiness
Disclosure Act.
12
<PAGE>
FORWARD-LOOKING STATEMENTS
The statements in this document with respect to future results, future
expectations, and plans for future activities may be regarded as forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, and actual results may differ materially from those currently expected.
The Company makes no commitment to disclose any revision to forward-looking
statements, or any facts, events or circumstances after the date hereof that may
bear upon forward-looking statements.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27: Financial Data Schedule
(b) A Form 8-K was filed on September 15, 1999 announcing that the
Company's Board of Directors had declared a dividend distribution
of one preferred stock purchase right for each outstanding share
of common stock of the Company, payable to stockholders of record
on September 17, 1999.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Genlyte has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
THE GENLYTE GROUP INCORPORATED
(Registrant)
Date: November 12, 1999 /s/ LARRY K. POWERS
-----------------------------------------
Larry K. Powers
President and Chief Executive Officer
Date: November 12, 1999 /s/ WILLIAM G. FERKO
-----------------------------------------
William G. Ferko
V. P. Finance - CFO & Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000833076
<NAME> Genlyte Group, Inc.
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> OCT-02-1999
<EXCHANGE-RATE> 1
<CASH> 9,071
<SECURITIES> 0
<RECEIVABLES> 179,204
<ALLOWANCES> 13,542
<INVENTORY> 136,326
<CURRENT-ASSETS> 354,371
<PP&E> 323,801
<DEPRECIATION> 217,002
<TOTAL-ASSETS> 588,698
<CURRENT-LIABILITIES> 170,900
<BONDS> 74,882
0
0
<COMMON> 137
<OTHER-SE> 192,081
<TOTAL-LIABILITY-AND-EQUITY> 588,698
<SALES> 738,932
<TOTAL-REVENUES> 738,932
<CGS> 494,276
<TOTAL-COSTS> 674,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,664
<INCOME-PRETAX> 41,993
<INCOME-TAX> 17,920
<INCOME-CONTINUING> 24,073
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,073
<EPS-BASIC> 1.74
<EPS-DILUTED> 1.73
</TABLE>
