ITEM 1. BUSINESS
The Genlyte Group Incorporated (the "Company" or "Genlyte") designs, manufactures and sells lighting fixtures for a wide variety of applications in the commercial, industrial and residential markets. The Company operates in one industry segment (lighting fixtures and controls) through the following divisions: Lightolier, Controls, Wide-Lite, Hadco, DFT and Supply (Crescent, Exceline and Stonco product line) in the United States and Canlyte in Canada. The Company markets its products under the following brand names:
o In the U.S. - Lightolier, Forecast, Crescent, Stonco, Hadco, Wide-Lite, Bronzelite, Diamond F, Timely and Exceline
o In Canada - Lightolier, Keene-Widelite, Stonco, Prodel, Elyte and CFI (Canadian Fluorescent Industries)
o In Mexico - Lightolier, Forecast, Wide-Lite, Bronzelite and Hadco
Genlyte's products primarily utilize incandescent, fluorescent and high-intensity discharge ("HID") light sources and are marketed primarily to distributors who resell the products for use in new residential, commercial, and industrial construction as well as in remodeling existing structures. Because Genlyte does not principally sell directly to the end-user of its products, the Company cannot determine precisely the percentage of its revenues derived from the sale of products installed in each type of building or the percentage of its products sold for new construction versus remodeling. Genlyte's sales, like those of the lighting fixture industry in general, are partly dependent on the level of activity in new construction and remodeling.
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Products and Distribution
Genlyte designs, manufactures and markets the following types of products:
Indoor Fixtures - Incandescent, fluorescent and HID lighting fixtures and lighting controls for commercial, industrial, institutional, medical, sports, and residential markets and task lighting for all markets.
Outdoor Fixtures - HID and incandescent lighting fixtures and accessories for commercial, industrial, institutional, sports and residential markets.
Genlyte's products are marketed by independent sales representatives and Company direct sales personnel who sell to distributors, electrical wholesalers, mass merchandisers, and national accounts. In addition, the Company's products are promoted through architects, engineers, contractors and building owners. The fixtures are principally sold throughout the United States, Canada and Mexico.
Raw Materials Sources & Availability
Genlyte purchases large quantities of raw materials and components, mainly steel, aluminum, ballasts, sockets, wire, plastic, lenses, and glass from multiple sources. No significant supply problems have been encountered in recent years. Relationships with vendors have been satisfactory.
Patents and Trademarks
Genlyte has a number of United States and foreign mechanical patents, design patents, and registered trademarks. Genlyte maintains such protections by periodic renewal of trademarks and payments of maintenance fees for issued patents. Genlyte vigorously enforces its intellectual property rights. Genlyte does not believe that a loss of any presently held patent or trademark is likely to have a material adverse impact on its business.
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Seasonal Effect on Business
There are no predictable significant seasonal effects on Genlyte's results of its operations.
Working Capital
There are no unusual significant business practices at Genlyte that affect working capital. Genlyte's terms of sale vary by division but are generally consistent with general practices within the lighting industry. The Company attempts to keep inventory levels at the minimum required to satisfy customer requirements.
Backlog
Backlog was $50,378,300 as of December 31, 1994, $43,246,300 as of December 31, 1993, and $49,495,300 as of December 31, 1992. Backlog increased during 1994 due to an increase in project business booked during the year. Substantially all of the backlog at December 31, 1994 is expected to be shipped in 1995.
Competition
Genlyte's products are sold in intensely competitive markets where there are numerous producers of each type of fixture. The principal measures of competition in indoor and outdoor fixtures for the commercial, residential and industrial markets are price, service and product performance.
Research and Development
Genlyte places a high priority on new product development and is constantly monitoring new light sources for incorporation into its products. Costs incurred for research and development activities, as determined in accordance with generally accepted accounting principles, were $3,006,000, $3,571,000 and $3,516,000 during 1994, 1993 and 1992, respectively.
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Employees
At December 31, 1994, Genlyte employed 1,905 unionized and non-unionized production workers and 890 engineering, administrative, and sales personnel. Relationships with unions have been satisfactory.
International Operations
The Company has international operations in Canada and Mexico. Information on the Company's operations by geographical area for the last three fiscal years is set forth in the "Notes to the Consolidated Financial Statements" section of Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference.
ITEM 2.
ITEM 2. PROPERTIES
The Company has the following owned and leased property locations as of December 31, 1994:
Own/ Mfg. Office Whse. Other Location Lease Space Space Space Space -------- ----- ----- ----- ----- ----- Genlyte Headquarters: Secaucus, NJ Lease x
Lightolier - U.S.: Camargo, Mexico Lease x x Chesterfield, MO Lease x Columbia, MD Lease x Compton, CA Lease x x x Dallas, TX Lease x x Edison, NJ Lease x x x Emeryville, CA Lease x Fall River, MA Own x x Farmers Br., TX Lease x Fontana, CA Own x x x Jacksonville, FL Lease x Louisville, KY Lease x Miami, FL Lease x New York, NY Lease x Norwich, CT Own x x Pittsburgh, PA Lease x Portland, OR Lease x San Diego, CA Lease x Seattle, WA Lease x x Schiller Park, IL Lease x
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Own/ Mfg. Office Whse. Other Location Lease Space Space Space Space -------- ----- ----- ----- ----- ----- Stone Mountain, GA Lease x x Wilmington, MA Own x x x Winter Park, FL Lease x
Hadco: Cameron, WV Lease x x Littlestown, PA Own x x x Dallas, TX Lease x
Supply: Stonco - Union, NJ Own x x x Crescent - Barrington, NJ Own x x x
Wide-Lite: San Marcos, TX Own x x x
Controls: Garland, TX Own x x x x
DFT: Cleveland, OH Lease x Elgin, IL Own x x x DFT/Sarama - Fall River, MA Lease x Dallas, TX Lease x Diaman-Mexo - Tijuana, Mexico Own x x
Canlyte: Cambridge, Ontario (KWL) Own x x x Montreal, Quebec (Lachine-LOL/CHQ) Own x x x x Montreal, Quebec (Pointe Claire-LOL) Lease x x Toronto (LOL) Lease x x Vancouver (LOL) Lease x Edmonton (LOL) Lease x Cornwall, Ontario (CFI) Own x x
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The Genlyte facility located in Garland, Texas is subject to a $351,291 mortgage due May 1, 2001.
Genlyte believes its facilities are suitable and adequate for current and presently projected needs and are productively utilized consistent with economic conditions and the requirements of the customers served.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Genlyte Group Incorporated has been named as one of a number of corporate and individual defendants in several actions commenced in August 1993 in the U.S. District Court in New York. The actions are on behalf of a purported class of alleged creditors of Keene Corporation ("Keene"), seeking from the defendants damages of an unspecified amount, rescission of certain asset sale and stock transactions and other relief. With respect to Genlyte, the complaint principally maintains that certain lighting assets of Keene were sold to Genlyte in 1984 at less than fair value, while both Keene and Genlyte were wholly-owned subsidiaries of Bairnco Corporation ("Bairnco"). The suits also allege that Genlyte, as well as the other corporate defendants, were successors to or alter egos of Keene.
These cases are presently stayed by order of the United States Bankruptcy Court due to the December 1993 filing by Keene of a petition for reorganization pursuant to Chapter 11 of the Bankruptcy Code.
In April 1994, an independent Examiner was appointed by the Bankruptcy Court in the Keene bankruptcy proceeding to investigate the viability of the claims asserted in the stayed cases and the applicability of statutes of limitations to bar such claims. A preliminary report by the Examiner addressing the issues was publicly released on September 23, 1994. Such report has been submitted to the Bankruptcy Court for further proceedings on or after March 30, 1995.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS
a. and c. Data regarding market price of Genlyte's common stock is included in the "Quarterly Results of Operations" section of Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference. Genlyte's common stock is traded on the NASDAQ National Market System under the symbol "GLYT". Information concerning dividends and restrictions thereon and Preferred Stock Purchase Rights are included in the "Notes to the Consolidated Financial Statements" section of Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference.
b. The approximate number of common equity security holders is as follows:
Approximate Number of Holders of Record as of Title of Class Year-End 1994 -------------- ----------------------- Common Stock, par value $.01 per share 1,970
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required for this item is included in Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference.
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ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the "Management's Discussion and Analysis" section of Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the "Consolidated Financial Statements" and "Quarterly Results of Operations" sections of Genlyte's 1994 Annual Report to Stockholders, which is incorporated herein by reference. Financial statement schedules are included in Part IV of this filing.
ITEM 9.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
The information required with respect to the Directors of Genlyte is included in the "Election of Directors" section of the Proxy Statement for the 1995 Annual Meeting of the Stockholders of Genlyte which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to executive officers of Genlyte is as follows:
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AVRUM I. DRAZIN - AGE 66 January 1, 1994 - Chairman of the Board, Genlyte February 1992 - President, Genlyte December 1985 to present - President, Canlyte January 1965 - President, Lightolier Canada
LARRY K. POWERS - AGE 52 January 1, 1994 - President/CEO, Genlyte July 1993 - President, U.S. Operations; Executive Vice President, Genlyte May 1989 - President, HID/Outdoor Division April 1986 - President, Craftlite/Wide-Lite Divisions July 1983 - President, Craftlite
ZIA EFTEKHAR - AGE 49 June 1992 - President, Lightolier Division December 1991 - Executive V.P., Sales, Marketing and Service, Genlyte September 1988 - President, Lightolier, Inc. October 1987 - Sr. V.P. Marketing & Design, Lightolier October 1985 - President, Lightolier West January 1983 - President, Lightolier Commercial Division
DONNA RATLIFF - AGE 40 January 1994 - V.P. Administration and Secretary, Genlyte January 1993 - V.P. Administration, Genlyte November 1992 - Assistant Secretary, Genlyte July 1992 - Assistant V.P. Administration, Genlyte January 1988 - Director Human Resources, Genlyte June 1986 - V.P. Administration, LyteBrands
NEIL M. BARDACH - AGE 46 July 1994 - V.P. - CFO & Treasurer, Genlyte
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ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information with respect to executive compensation is included in the "Compensation of Directors and Executive Compensation" section of the Proxy Statement for the 1995 Annual Meeting of Stockholders of Genlyte which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required with respect to security ownership is included in the "Voting Securities and Principal Holders Thereof" section of the Proxy Statement for the 1995 Annual Meeting of Stockholders of Genlyte which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required with respect to relationships is included in the "Compensation Committee" and "Voting Securities and Principal Holder's" section of the Proxy Statement for the 1995 Annual Meeting of Stockholders of Genlyte which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) 1) FINANCIAL STATEMENTS
The following information is incorporated herein by reference to Genlyte's 1994 Annual Report to Stockholders:
Report of Independent Public Accountants
Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Stockholders' Investment for the years ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
2) Financial Statement Schedule
Report of Independent Public Accountants on Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.
b) There were no filings on Form 8-K during the fourth quarter of 1994.
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c) Exhibits Incorporated by Description Reference to ----------- ---------------
- Amended and Restated Certificate of Exhibit 3(b) to Genlyte's Incorporation of the Registrant, Registration Statement on dated August 2, 1988 Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Amended and Restated Certificate of Exhibit 3(a) to Genlyte's Incorporation of the Registrant, Form 10-K filed with the dated May 9, 1990 Securities and Exchange Commission in March 1993
- Amended and Restated By-Laws of the Exhibit 3(c) to Genlyte's Registrant, as adopted on May 16, 1988 Registration Statement on Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Form of Stock Certificate for Genlyte Exhibit 4(a) to Genlyte's Common Stock Registration Statement on Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Revolving Credit and Term Loan Agreement Exhibit to Genlyte's 10-Q between the Registrant and the banks filed with the Securities named therein, dated as of July 17, 1991 and Exchange Commission in August 1992
- Stock Purchase Agreement between the Exhibit 10(a) to Genlyte's Registrant and purchasers of Class B Stock Registration Statement on of the Registrant, dated as of Form 8 as filed with the June 17, 1988 Securities and Exchange Commission on August 3, 1988
- Lease between BZ Acquisition Corp. and Exhibit 10(b) to Genlyte's Hartz Mountain Development Corp., Registration Statement on dated December 17, 1984 Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Assignment of Lease between American Can Exhibit 10(a) to Genlyte's Company and Lightolier, dated March 23, Form 10-K filed with the 1983 Securities and Exchange Commission on August 3, 1988
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Incorporated by Description Reference to ----------- ---------------
- Lease between Arthur Schwartz and Exhibit 10(d) to Genlyte's Sarama Lighting, dated December 30, 1976 Form 10-K filed with the Securities and Exchange Commission in March 1989
- Lease between The Frankelite Company and Exhibit 10(f) to Genlyte's DFT Acquisition, Inc., dated July 30, 1985 Form 10-K filed with the Securities and Exchange Commission in March 1989
- Loan Agreement between The Genlyte Group Exhibit 10(b) to Genlyte's Incorporated and the New Jersey Economic Form 10-K filed with the Development Authority dated April 1, 1990, Securities and Exchange replacing the First Mortgage and Security Commission in March 1991 Agreement between the New Jersey Economic Development Authority and KCS Lighting,Inc., dated December 20, 1984 (assigned to and assumed by the Registrant effective December 31, 1986)
- Loan Agreement between The Genlyte Group Exhibit 10(c) to Genlyte's Incorporated and the New Jersey Economic Form 10-K filed with the Development Authority dated June 1, 1990, Securities and Exchange replacing the Loan Agreement between KCS Commission in March 1991 Lighting, Inc. and the New Jersey Economic Development Authority, dated December 20, 1984 (assigned to and assumed by the Registrant effective December 31, 1986)
- Management Incentive Compensation Plan Exhibit 10(i) to Genlyte's Registration Statement on Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Genlyte 1988 Stock Option Plan Exhibit 10(j) to Genlyte's Registration Statement on Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
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Incorporated by Description Reference to ----------- ---------------
- Tax Sharing Agreement between Genlyte and Exhibit 10(k) to Genlyte's Bairnco Corporation, dated July 15, 1988 Registration Statement on Form 8 as filed with the Securities and Exchange Commission on August 3, 1988
- Merger and Assumption Agreement, dated Exhibit 10(d) to Genlyte's as of December 28, 1990, by and between Form 10-K filed with the Genlyte and Lightolier Securities and Exchange Commission in March 1991
- Form of Employment Protection Agreement Exhibit to Genlyte's Form entered into between Genlyte and certain 10-Q filed with the key executives Securities and Exchange Commission in August 1990
- Rate Swap Transaction dated as of Exhibit 10(b) to Genlyte's December 4, 1991 between The Genlyte Form 10-K filed with the Group and the Toronto-Dominion Bank Securities and Exchange Commission in March 1992
- Interest Rate Protection Agreement dated Exhibit 10(c) to Genlyte's as of December 20, 1991 between The Form 10-K filed with the Genlyte Group and Manufacturers Hanover Securities and Exchange Trust Co. Commission in March 1992
- Waiver No. 1 to the Revolving Credit and Exhibit 10(a) to Genlyte's Term Loan Agreement, dated January 20, Form 10-K filed with the 1993, by and between The Genlyte Group Securities and Exchange and the applicable banks named therein Commission in March 1993
- Industrial Lease between LAPCO Industrial Exhibit 10(b) to Genlyte's Parks and The Genlyte Group dated Form 10-K filed with the July 1, 1992 Securities and Exchange Commission in March 1993
- Amendment No. 1 to the Revolving Credit Exhibit 4(a) to Genlyte's and Term Loan Agreement between The 10-Q filed with the Genlyte Group and the banks named Securities and Exchange therein, dated as of May 20, 1994 Commission in July 1994
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Incorporated by Description Reference to ----------- ---------------
- Waiver No. 2 to the Revolving Credit and Exhibit 4(b) to Genlyte's Term Loan Agreement dated June 30, 10-Q filed with the 1994, by and between The Genlyte Group Securities and Exchange and the applicable banks named therein Commission in July 1994
- Loan Agreement between The Genlyte Exhibit 4(d) to Genlyte's Group Incorporated and Jobs For Fall 10-Q filed with the River, Inc., dated as of July 1, 1994 Securities and Exchange Commission in July 1994
Other Exhibits included herein:
4(c) - Loan Agreement I between The Genlyte Group Incorporated and Jobs For Fall River, Inc., dated as of July 13, 1994
4(c) - Loan Agreement II between The Genlyte Group Incorporated and Jobs For Fall River, Inc., dated as of July 13, 1994
4(c) - Loan Agreement III between The Genlyte Group Incorporated and Jobs For Fall River, Inc., dated as of July 13, 1994
(11) - Calculation of Primary and Fully Diluted Earnings per Share (13) - Annual Report to Stockholders (21) - Subsidiaries of the Registrant (23) - Consent of Independent Public Accountants (27) - Financial Data Schedule
(d) Financial statements (and summarized financial information) of fifty percent or less owned entities accounted for by the equity method have been omitted because they do not, considered individually or in the aggregate, constitute significant subsidiaries.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Genlyte has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
THE GENLYTE GROUP INCORPORATED ------------------------------ Registrant
Date: March 23, 1995 By: Neil M. Bardach /s/ --------------------- -------------------- Neil M. Bardach V.P. Finance - CFO & Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of Genlyte and in the capacities and on the date indicated.
Avrum I. Drazin/s/ March 23, 1995 ----------------------------------------------- ------------------- Avrum I. Drazin - Chairman of the Board
Larry Powers/s/ March 23, 1995 ----------------------------------------------- ------------------- Larry Powers - President and Chief Executive Officer (Principal Executive Officer)
Glenn W. Bailey/s/ March 23, 1995 ----------------------------------------------- ------------------- Glenn W. Bailey - Director
Robert B. Cadwallader/s/ March 23, 1995 ----------------------------------------------- ------------------- Robert B. Cadwallader - Director
David Engelman/s/ March 23, 1995 ----------------------------------------------- ------------------- David Engelman - Director
Fred Heller/s/ March 23, 1995 ----------------------------------------------- ------------------- Fred Heller - Director
Frank Metzger/s/ March 23, 1995 ----------------------------------------------- ------------------- Frank Metzger - Director
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
TO THE GENLYTE GROUP INCORPORATED:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in The Genlyte Group Incorporated Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 26, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in Item 14a(2) is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York January 26, 1995
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THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
($ in thousands)