Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2001

Commission file number: 0-16960

THE GENLYTE GROUP INCORPORATED
4360 Brownsboro Road
Louisville, Kentucky 40207
(502) 893-4600

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE

        Number of shares of Common Stock (par value $.01 per share) outstanding as of March 11, 2002: 13,452,626.

        Aggregate market value of Common Stock (par value $.01 per share) held by non-affiliates on March 11, 2002: $466,133,491.

        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 ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Documents Incorporated by Reference:

CONTENTS

1

PART I

ITEM 1. BUSINESS

        The Genlyte Group Incorporated ("Genlyte") was incorporated in the State of Delaware in 1985. 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 ("GTG"). Genlyte contributed substantially all of its assets and liabilities to GTG and received a 68% interest in GTG. Thomas contributed substantially all of the assets and certain related liabilities of Thomas Lighting and received a 32% interest in GTG. For more information regarding the formation of GTG, see note 3 in the "Notes to Consolidated Financial Statements" section of Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.

        Throughout this Form 10-K, the term "Company" as used herein refers to The Genlyte Group Incorporated, including the consolidation of The Genlyte Group Incorporated and all majority-owned subsidiaries.

        The Company designs, manufactures, markets, and sells lighting fixtures and controls for a wide variety of applications in the commercial, residential, and industrial markets in North America. The Company operates in these three industry segments through the following divisions: Capri/Omega, Chloride Systems, Controls, Crescent, Day-Brite, Gardco, Hadco, Lightolier, Stonco, Thomas Residential, and Wide-Lite in the United States, and Canlyte, Ledalite, Lumec, and Thomas Lighting Canada in Canada. The Company markets its products under the following brand names:

        The Company'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 commercial, residential, and industrial construction as well as in remodeling existing structures.

        Because the Company does not principally sell directly to the end-user of its products, management 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. The Company's sales, like those of the lighting fixture industry in general, depend significantly on the level of activity in new construction and remodeling.

Financial Information About Industry Segments

        Financial information about the Company's industry segments for the last three fiscal years is set forth in note 19 in the "Notes to Consolidated Financial Statements" section of Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.

2

Products and Distribution

        The Company designs, manufactures, markets, and sells the following types of products:

        The Company'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 and Canada.

Raw Materials Sources & Availability

        The Company purchases large quantities of raw materials and components—mainly steel, aluminum, ballasts, sockets, wire, plastic, lenses, glass, and corrugated cartons—from multiple sources. No significant supply problems have been encountered in recent years. Relationships with vendors have been satisfactory.

Patents and Trademarks

        The Company has a number of United States and foreign mechanical patents, design patents, and registered trademarks. The Company maintains such protections by periodic renewal of trademarks and payments of maintenance fees for issued patents. The Company vigorously enforces its intellectual property rights. The Company does not believe that a loss of any presently held patent or trademark is likely to have a material adverse impact on its business.

Seasonal Effects on Business

        There are no predictable significant seasonal effects on the Company's results of operations.

Working Capital

        The Company has no significant business practices counter to lighting industry practices that affect working capital. The Company's terms of collection vary but are generally consistent with lighting industry practices. The Company attempts to keep inventory levels at the minimum required to satisfy customer requirements.

Backlog

        Backlog was $94,989,000 as of December 31, 2001; $95,887,000 as of December 31, 2000; and $102,080,000 as of December 31, 1999. Substantially all the backlog at December 31, 2001 is expected to be shipped in 2002.

Competition

        The Company's products span major market segments in the lighting industry and therefore compete in a number of different markets with numerous competitors for each type of fixture. The principal measures of competition in indoor and outdoor fixtures for the commercial, residential, and industrial segments are price, service, design, and product quality and performance.

3

Research and Development

        The Company continues to develop new products to provide innovative lighting solutions to meet the needs of its customers. Costs incurred for research and development activities, as determined in accordance with generally accepted accounting principles, were $9,359,000; $8,510,000; and $8,086,000; during 2001, 2000, and 1999, respectively.

Employees

        At December 31, 2001, the Company employed 3,343 union and nonunion production workers and 1,971 engineering, administrative, and sales personnel, for a total of 5,314 employees. Several of the collective bargaining agreements, covering 294 employees, which is 10.8% of the union employees and 5.5% of the total employees, will expire in 2002. Relationships with unions have been satisfactory. Expiration and re-negotiation of collective bargaining agreements is not expected to have a significant impact on 2002 production.

International Operations

        The Company has international operations in Canada and Mexico. Financial information about the Company's operations by geographical area for the last three fiscal years is set forth in note 20 in the "Notes to Consolidated Financial Statements" section of Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference. Management generally believes that there are no substantial differences in business risks with these international operations compared with domestic operations, although the Company is subject to different economic uncertainties in its foreign operations and is subject to foreign currency exchange fluctuations.

Disclosure Regarding Forward-Looking Statements

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information in Items 1, 2, 3, 7 and 8 of this Form 10-K includes information that is forward looking. The matters referred to in such information could be affected by the risks and uncertainties involved in the Company's business. These risks and uncertainties include, but are not limited to, the effect of economic and market conditions, new building construction cycles, the impact of seasonal weather conditions on construction activity, currency exchange rates, the level and volatility of interest rates, economic and political conditions in international markets, including civil unrest, government changes, and restrictions on the ability to transfer capital across borders, the impact of legislative enactments, regulatory action and changes in accounting standards and taxation requirements, environmental laws in domestic and foreign jurisdictions, as well as certain other risks described in this Form 10-K.

4

ITEM 2. PROPERTIES

        The leased Corporate office of the Company is located in Louisville, Kentucky. Because of the large number of individual locations and the diverse nature of the operating facilities, specific description of each property owned and leased by the Company is neither practical nor meaningful to an understanding of the Company's business. All of the buildings are of steel, masonry, or concrete construction, are maintained and generally in good working condition, generally provide adequate and suitable space for the operations of each location, and provide sufficient capacity for present and foreseeable future needs. A summary of the Company's property follows:

ITEM 3. LEGAL PROCEEDINGS

        Genlyte was named as one of a number of corporate and individual defendants in an adversary proceeding filed on June 8, 1995, arising out of the Chapter 11 bankruptcy filing of Keene Corporation ("Keene"). Except for the last count, as discussed below, the claims and causes of action set forth in the June 8, 1995 complaint (the "complaint") are substantially the same as were brought against Genlyte in the U.S. District Court in New York in August 1993 (which original proceeding was permanently enjoined as a result of Keene's reorganization plan). The complaint is being prosecuted by the Creditors Trust created for the benefit of Keene's creditors (the "Trust"), seeking from the defendants, collectively, damages in excess of $700 million, rescission of certain asset sale and stock transactions, and other relief. With respect to Genlyte, the complaint (some of the claims of which have since been restricted, as noted below) principally maintains that certain lighting assets of Keene were sold to a predecessor of Genlyte in 1984 at less than fair value, while both Keene and Genlyte were wholly-owned subsidiaries of Bairnco Corporation ("Bairnco"). The complaint also challenges Bairnco's spin-off of Genlyte in August 1988. Other allegations are that Genlyte, as well as other corporate defendants, are liable as corporate successors to Keene. The complaint fails to specify the amount of damages sought against Genlyte. The complaint also alleges a violation of the Racketeer Influenced and Corrupt Organizations Act ("RICO").

        Following confirmation of the Keene reorganization plan, the parties moved to withdraw the case from bankruptcy court to the Southern District of New York Federal District Court. The case is now pending before the Federal District Court. On October 13, 1998, the Court issued an opinion dismissing certain counts as to Genlyte and certain other corporate defendants. In particular, the Court dismissed the count of the complaint against Genlyte that alleged the 1988 spin-off was a fraudulent transaction, and the count alleging a violation of RICO. The Court also denied a motion to dismiss the challenge to the 1984 transaction on statute of limitations grounds and ruled that the complaint should not be dismissed for failure to specifically plead fraud.

        On January 5 and 6, 1999, the Court rendered additional rulings further restricting the claims by the Trust against Genlyte and other corporate defendants, and dismissing the claims against all remaining individual defendants except one. The primary effect of the rulings with respect to claims against Genlyte was to require the Trust to prove that the 1984 sale of certain lighting assets of Keene was made with actual intent to defraud present and future creditors of Genlyte's predecessor.

5

        Discovery, which has been ongoing since 1999, is scheduled to be completed in April 2002. Furthermore, at a hearing held on March 19, 2002, the Court set January 13, 2003 as the trial date for the entire action. Genlyte believes that it has meritorious defenses to the adversary proceeding and is defending said action vigorously.

        Additionally, the Company is a defendant and/or potentially responsible party, with other companies, in actions and proceedings under state and Federal environmental laws, including the Federal Comprehensive Environmental Response Compensation and Liability Act, as amended.

        Management does not believe that the disposition of the lawsuits and/or proceedings will have a material effect on the Company's financial condition, results of operations, or liquidity.

        In the normal course of business, the Company is a party to legal proceedings and claims. When costs can be reasonably estimated, appropriate liabilities or reserves for such matters are recorded. While management currently believes the amount of ultimate liability, if any, with respect to these actions will not materially affect the financial condition, results of operations, or liquidity of the Company, the ultimate outcome of any litigation is uncertain. Were an unfavorable outcome to occur, the impact could be material to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of the stockholders during the fourth quarter of 2001.

6

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a.

Genlyte's common stock is traded on the NASDAQ National Market System under the symbol "GLYT." Data regarding market price of Genlyte's common stock is included in note 21 in the "Notes to Consolidated Financial Statements" section of Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.

b.

The number of common equity security holders is as follows:

c.

Information concerning Preferred Stock Purchase Rights is included in note 11 in the "Notes to Consolidated Financial Statements" section of Genlyte's 2001 Annual Report to Stockholders, which is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

        The information required for this item is included in Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.

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 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company is exposed to market risk for interest rates, prices of raw materials and component parts, and foreign currency exchange rates in the operation of its business. Each of these risks is discussed below.

        The Company earns interest income on its cash and cash equivalents and pays interest expense on its long-term debt. Because of variable interest rates, the Company is exposed to risk of interest rate fluctuations. However, because of its net cash position (cash and cash equivalents exceed total debt) and the current low level of interest rates, management currently believes this risk is not material to the Company's operating results. Interest rates on short-term investments cannot decrease much further, and an increase in interest rates would result in an increase in interest income exceeding the increase in interest expense. Based upon December 31, 2001 debt levels, a hypothetical 1% increase in interest rates would result in an annualized increase of approximately $403,000 in interest expense, and a greater increase in interest income. The estimated increase is based upon no change in the volume or composition of debt at December 31, 2001. A significant increase in debt could make the risk of interest rate fluctuations material to the Company's operating results. The Company does not use derivative financial products such as interest rate hedges or swaps.

        The Company purchases large quantities of raw materials and components—mainly steel, aluminum, ballasts, sockets, wire, plastic, lenses, glass, and corrugated cartons. The Company's operating results could be affected by the availability and price fluctuations of these materials. The Company uses multiple suppliers, has alternate suppliers for most materials, and has no significant dependence on any single supplier. No consequential supply problems have been encountered in recent years. Price risk for these materials is related to increases in commodity items that effect all users of

7

the materials, including our competitors. In recent years, few of these materials have had volatile prices, and the primary price trend has been slightly downward. Historically, the Company has attempted to pass along significant price increases in these materials in industry-wide price adjustments to customers, to mitigate the Company's exposure to supplier price fluctuations. However, such price adjustments are subject to competitive pressure. The Company does not actively hedge or use derivative instruments to manage its risk in this area.

        In 2001, approximately 15% of the Company's net sales were generated from operations in Canada, the majority of which were products manufactured and sold within Canada. As of December 31, 2001, approximately 21% of the Company's total assets were in Canada. The Company's financial condition and operating results are affected by changes in Canadian dollar exchange rates, but management does not regard this risk as material and, therefore, does not actively hedge or use derivative instruments to manage risk in this area. Foreign currency translation adjustments, which are recorded in the accumulated other comprehensive income component of stockholders' equity and do not affect net income, were a charge of $2,397,000 in 2001, a charge of $1,360,000 in 2000, and a credit of $1,654,000 in 1999. Gains and losses resulting from foreign currency transactions, which do affect net income, were a pre-tax gain of $88,000 in 2001, a pre-tax loss of $80,000 in 2000, and a pre-tax loss of $241,000 in 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Reference is made to the "Consolidated Financial Statements" and "Notes to Consolidated Financial Statements" sections of Genlyte's 2001 Annual Report to Stockholders (Exhibit 13 hereto), which is incorporated herein by reference. Financial statement schedules are included in Part IV of this filing.

ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None

8

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information required with respect to the Directors of Genlyte is included in the "Election of Director" section of the Proxy Statement for the 2002 Annual Meeting of Stockholders of Genlyte, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

        The information required with respect to executive compensation is included in the "Compensation of Directors" and "Compensation Committee Report on Executive Compensation" sections of the Proxy Statement for the 2002 Annual Meeting of Stockholders of Genlyte, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.

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 2002 Annual Meeting of Stockholders of Genlyte, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required with respect to relationships and related transactions is included in the "Compensation Committee Interlocks and Insider Participation" and "Voting Securities and Principal Holders Thereof" sections of the Proxy Statement for the 2002 Annual Meeting of Stockholders of Genlyte, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference.

9

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

b)

REPORTS ON FORM 8-K

        There were no reports on Form 8-K for the three months ended December 31, 2001.

A Form 8-K was filed on January 30, 2002, providing a preliminary release of the Company's comparative consolidated financial statements as of and for the year ended December 31, 2001, without footnotes and without the auditor's opinion.

10

c)

EXHIBITS

11

12

13

SIGNATURES

        Pursuant to the requirements of Section 13 or 15 (d) 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.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Genlyte and in the capacities and on the dates indicated.

14

Report of Independent Public Accountants on Financial Statement Schedule

To the Genlyte Group Incorporated:

        We have audited in accordance with auditing standards generally accepted in the United States the consolidated financial statements included in The Genlyte Group Incorporated Annual Report to Stockholders for the year ended December 31, 2001, incorporated by reference in this Form 10-K, and have issued our report thereon dated January 18, 2002. 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.

/s/ ARTHUR ANDERSEN LLP

Louisville, Kentucky
January 18, 2002

15

THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
($ in thousands)

(1)

The amount in 1999 represents $360 acquired from Ledalite and $2,626 of adjustments to the balance acquired from Thomas Lighting. The amount in 2000 represents $35 acquired from Translite Sonoma and $188 acquired from Chloride Systems. The amount in 2001 represents the amount acquired from Entertainment Technology.

(2)

The amount in 2000 is a credit to income resulting from a reduction in the allowance due to improvement in the quality of accounts receivable.

(3)

Represent uncollectible accounts written off, less recoveries of accounts previously written off.

16

QuickLinks

PART I
ITEM 1. BUSINESS

ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Report of Independent Public Accountants on Financial Statement Schedule