GENICOM CORP
10-Q, 1995-05-17
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE> 1                                
                                
                                
                            FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 2, 1995
                                
                               OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934    [NO FEE REQUIRED]


For the transition period from              to             _


                  Commission File No.: 0-14685


                       GENICOM CORPORATION
     (Exact name of registrant as specified in its charter)


           DELAWARE                         51-0271821
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification No.)
                                                 
 14800 Conference Center Drive                   
     Suite 400, Westfields                       
      Chantilly, Virginia                   22021-3806
(Address of principal executive             (Zip Code)
           offices)


Registrant's telephone number, including area code: (703)802-9200


     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
and (2) has been subject to such filing requirements for the past
90 days. Yes X  No    -

     As of April 21, 1995, there were 10,725,999 shares of Common
Stock of the Registrant outstanding.


                   

<PAGE> 2
                         Form 10-Q Index


                 PART I - Financial Information


Item 1.  Financial Statements                                 
                                                              
         Consolidated  Balance Sheets -  April  2,  1995     3
         and January 1, 1995
                                                              
         Consolidated  Statements  of  Income  -   Three      
         Months Ended April 2, 1995 and April 3, 1994        4
                                                              
         Consolidated Statements of Cash Flows  -  Three      
         Months Ended April 2, 1995 and April 3, 1994        5
                                                              
         Notes to Consolidated Financial Statements        6-8
                                                              
Item 2.  Management's   Discussion   and   Analysis   of      
         Financial Condition and Results of Operations    9-12
                                                              
                                                              
              PART II - Other Information                     
                                                              
                                                              
Item 1.  Legal Proceedings                                  13
                                                              
Item 2.  Changes in Securities                              13
                                                              
Item 3.  Defaults Upon Senior Securities                    13
                                                              
Item 4.  Submission  of  Matters to a Vote  of  Security 13-14
         Holders                                            
                                                              
Item 5.  Other Information                                  14
                                                              
Item 6.  Exhibits and Reports on Form 8-K                   14
                                                              
Signatures                                                  15

Index to Exhibits                                          E-1

                                  2

<PAGE> 3                                
  PART I.  -  FINANCIAL INFORMATION
                                                          
Item 1.   Financial Statements                            

GENICOM CORPORATION AND SUBSIDIARIES                      
CONSOLIDATED BALANCE SHEETS                               
=====================================
<TABLE>
<CAPTIONS>                                                    
                                        April 2,    January 1,                              
                                          1995        1995
(In thousands, except share data)       (Unaudited)
<S>                                       <C>           <C>
ASSETS                                   -------      --------                     
Current assets:                                               
    Cash and cash equivalents          $   2,010     $     673
    Accounts receivable, less                                 
     allowance for doubtful accounts
     of $1,862 and $1,479                 44,768        37,846
    Inventories                           48,031        43,368
    Prepaid expenses and other assets      5,094         5,040
                                          ------        ------
        Total current assets              99,903        86,927
Property, plant and equipment             32,863        26,215
Intangibles and other assets              25,303        14,125
                                        --------       -------
                                       $ 158,069     $ 127,267
                                        ========       =======                      
LIABILITIES AND STOCKHOLDERS' EQUITY                          
Current liabilities:                                          
    Debt maturing within one year      $  10,815     $     371
    Accounts payable and accrued          
     expenses                             48,512        37,540
    Deferred income                       12,018         8,236
                                         -------        ------
        Total current liabilities         71,345        46,147
Long-term debt, less current portion      51,413        47,192
Other non-current liabilities              5,712         5,845
                                         -------        ------
        Total liabilities                128,470        99,184

Stockholders' equity:                                         
    Common stock, $0.01 par value;                            
     15,000,000 shares authorized, 
     10,685,699 and 10,638,299 issued        107           106
    Additional paid-in capital            25,826        25,760
    Retained earnings                      5,652         4,351
    Foreign currency translation       
     adjustment                           (1,287)       (1,435)
    Pension liability adjustment            (699)         (699)
        Total stockholders' equity        29,599        28,083
                                         -------       --------
                                       $ 158,069     $ 127,267
                                         =======       ========
                                                              
                                                       
The accompanying notes are an integral                        
 part of these financial statements.
                                                        
</TABLE>                                                      

                                  3

<PAGE> 4
                                                                         
GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
====================================
<TABLE>
<CAPTION>                                     
                               Three Months Ended
                              April 2,    April 3,
(In thousands, except per        1995      1994
  share data)                  ---------  --------  
<S>                               <C>       <C>
Revenues, net:                                   
    Products                   $  44,603 $ 43,484
    Services                      23,531   11,852
                                  ------   ------
                                  68,134   55,336
                                                 
Operating costs and expenses:                    
    Cost of revenues:                            
       Products                   31,238   32,360
       Services                   18,481    8,365
    Selling, general and          
     administration               12,933   11,375
    Engineering, research and                    
       product development         1,965    1,914
                                  ------   ------
                                  64,617   54,014
                                                 
Operating income                   3,517    1,322
Interest expense, net              1,758    1,980
Other income                                  901
                                  ------    ------              
Income before income taxes         1,759      243
Income tax expense                   458      149
                                  ------   ------               
Net income                     $   1,301 $     94
                                  ======   ======
                                                 
Earnings per common share                        
 and common share equivalent
(primary and fully diluted)    $    0.11 $   0.01
                                  ======   ======               
Weighted average number of                       
common shares and common share                              
equivalents outstanding
primary and fully diluted)        11,624  10,920
                                  ======  ======               
                                            
 The accompanying notes are an
 integral part of these financial statements.
</TABLE>                    
                        4
<PAGE> 5                      
                                        
                                
                                
                                                   
 GENICOM CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
=====================================
<TABLE>
<CAPTION>                                                
                                         Three Months Ended,
                                          April 2,   April 3,
(In thousands)                              1995       1994
                                          --------   --------
<S>                                         <C>         <C>
Cash flows from operating activities:                           
    Net income                          $    1,301  $       94
    Adjustments to reconcile net income                         
     to cash provided by operating activities:                                  
        Depreciation                         2,659       2,135
        Amortization                           987         683
        Effect of investment gain                         (901)
        Changes in assets and
         liabilities net of effects from
         acquisitions:
              Accounts receivable            (932)      (1,935)
              Inventories                  (1,948)        (520)
              Accounts payable and          
               accrued expenses              (891)       1,170
              Deferred income                 720          774
              Other                         1,305        1,084
                                           -------      -------
Net cash provided by operating             
 activities                                 3,201        2,584
                                                              
Cash flows from investing activities:                         
    Payment for purchase of businesses,             
     net of cash acquired                  (5,030)   
    Additions to property, plant and       
     equipment                             (2,691)      (2,306)
    Proceeds from sale of investment                     3,436
    Other                                    (158)        (592)
                                           -------       ------
Net cash (used in) provided by            
investing activities                       (7,879)         538
                                                              
Cash flows from financing activities:                           
    Borrowings from long-term debt         10,833        7,692
    Payments on long-term debt             (4,633)     (11,570)
                                           -------      -------
Net cash provided by (used in)              
financing activities                        6,200       (3,878)
                                                              
Effect of exchange rate changes on cash      (185)        (120)
and cash equivalents
                                                              
Net increase (decrease) in cash and          
 cash equivalents                           1,337         (876)
Cash and cash equivalents at beginning    
 of period                                    673        1,797
                                          -------      --------
Cash and cash equivalents at end of      
 period                                  $  2,010  $       921
                                          =======       =======                   
 The accompanying notes are an integral
   part of these financial statements
                                                                                                                       
</TABLE>                                                      
                                    5

<PAGE>6

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


1.   In  the  opinion  of management, the accompanying  unaudited
     consolidated financial statements of GENICOM Corporation and
     subsidiaries  (the  "Company"  or  "GENICOM")  contain   all
     adjustments  (consisting only of normal recurring  accruals)
     necessary  to  present  fairly  the  Company's  consolidated
     financial  position as of April 2, 1995, and the results  of
     operations   and  cash  flows  for  the  periods  indicated.
     Certain   information  and  footnote  disclosures   normally
     included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed
     or   omitted.    It   is  suggested  that  these   condensed
     consolidated  financial statements be  read  in  conjunction
     with the financial statements and notes thereto included  in
     the Company's January 1, 1995 Annual Report.  The results of
     operations for the three months ended April 2, 1995, are not
     necessarily  indicative  of  the  operating  results  to  be
     expected for the full year.  Certain reclassifications  have
     been  made  to  the 1994 condensed financial  statements  in
     order to conform to the 1995 presentation.

2.   Inventories  are stated at the lower of cost, determined  on
     the  first-in,  first-out method,  or  market.   Inventories
     consist of, in thousands:
<TABLE>                                                 
<CAPTION>                                               
                                  April 2,     January 1,                                                  1,
                                    1995         1995
                                  --------     ---------
<S>                              <C>            <C>
Raw Materials                  $    14,619    $   14,354
Work in process                     11,179         6,639
Finished goods                      22,233        22,375
                                    ------        ------                    
                               $    48,031    $   43,368
                                    ======        ======
</TABLE>                                                



3.   Earnings  per  share  are based upon  the  weighted  average
     number   of   common  shares  and  dilutive   common   share
     equivalents  (using  the treasury stock method)  outstanding
     during the period.
<TABLE>                                                  
<CAPTION>                                                
                                     Three Months Ended
                                      -----------------
                                      April 2,    April 3,
                                       1995        1994
                                      --------    --------
<S>                                    <C>          <C>
Weighted average common shares                           
   outstanding                         10,657      10,623
                                                         
Dilutive common stock equivalents:                       
  Options - Primary and fully             967         297
    diluted
  Options - Fully diluted                   0           0
                                       ------      ------                  
Shares outstanding - Primary and       
  fully diluted                        11,624      10,920
                                       ======      ======
</TABLE>                                                 

                                 6
<PAGE> 7     


4.   During  the  first quarter ended April 2, 1995  the  Company
     adopted  the  provisions  of SFAS  No.  114  "Accounting  by
     Creditors  for  Impairment  of a  Loan"  and  SFAS  No.  118
     "Accounting by Creditors for Impairment of a Loan  -  Income
     Recognition  and Disclosure - Amendment of  SFAS  No.  114".
     The  implementation of SFAS Nos. 114 and 118 did not have  a
     material  effect  on  the Company's financial  condition  or
     results of operations.


5.   Business Acquisitions

     Printer Systems Corporation
     
     On  February 16, 1995, the Company acquired Printer  Systems
     Corporation ("PSC"), a privately held company whose  primary
     business  is  the  design,  manufacture,  distribution   and
     support   of  printer  networking  products  for  commercial
     customers.    PSC  had  1994  revenues  of  $10.0   million.
     Pursuant  to  the  purchase agreement, the Company  acquired
     substantially all of PSC's outstanding common and  preferred
     shares  for  consideration aggregating to  potentially  $4.8
     million.   Of the consideration $0.8 million was payable  at
     closing  and  $1.2 million is payable over the  three  years
     subsequent to closing.  The remaining balance of up to  $2.8
     million  in  consideration is contingent upon attainment  of
     performance objectives during the three years subsequent  to
     closing.   The  purchase  price  will  be  funded  from  the
     Company's  cash flows from operations and credit  facilities
     and  the  acquisition will be accounted for as  a  purchase.
     The allocation of the purchase price and related acquisition
     costs is subject to adjustment based upon refinements in the
     application  of  purchase method accounting  and  the  final
     determination of the purchase price.
     
     Harris Adacom Network Services, Inc.
     
     On  March 1, 1995, the Company acquired substantially all of
     the  assets and certain liabilities of Harris Adacom Network
     Services, Inc. ("HANS"), including all of the stock  of  its
     Canadian  subsidiary, Harris Adacom Inc. for cash and  notes
     totaling $7.3 million.  The assets acquired relate to HANS's
     service  depot  facility, field service operations,  systems
     integration  business and network baselining and  monitoring
     operations.   HANS had 1994 revenues of $36.1 million.   The
     purchase price will be funded from the Company's cash  flows
     from  operations  and credit facilities and the  acquisition
     will be accounted for as a purchase.  The allocation of  the
     purchase  price and related acquisition costs is subject  to
     adjustment  based  upon refinements in  the  application  of
     purchase  method  accounting and the final determination  of
     the purchase price.
     
     Pro forma financial information
     
     Presented  below are the unaudited pro forma  statements  of
     operations as if the acquired operations had been integrated
     into the Company effective at January  3, 1994.   Accounting
     adjustments have been  made  to  include estimated   costs
     of  the  combinations  and   to   reflect the integration 
     and consolidation of facilities and personnel.  Included in
     such integration costs are lease termination  fees  and  
     relocation  costs  associated with redundant facilities and
     employee severance expenses.   This pro  forma  information
     has been prepared  for  comparative purposes only and does
     not purport to be indicative  of  the results  that  
     actually  would have  been  obtained  if  the acquired
     operations had been conducted by the Company during the
     periods presented and is not intended to be a projection
     of  future results.  Presentation is in thousands except for
     earnings per share amounts.
                 
                                7
<PAGE> 8

<TABLE>                                               
<CAPTION>                                           
                                     Three Months Ended
                                      -----------------
                                     April 2,    April 3,
                                       1995        1994
                                     --------    -------
<S>                                    <C>       <C>
Revenue                               $76,479  $ 67,239
                                       ------    ------                  
Net income                              1,313      643
                                       ------    ------                  
Earnings per share                    $  0.11  $  0.06
                                       ------    ------                  
Weighted average shares outstanding    11,624    10,920
                                       ------    ------                  
</TABLE>                                              

                            8

<PAGE> 9
     
    

                                
Item 2. Management's Discussion and Analysis of Results of
	Operations and Financial Condition:

                      Results of Operations


<TABLE>                                        
<CAPTION>                                      
                                               
                   
(in millions)      1st Quarter              1st Quarter
                      1995      Change         1994
                    ---------   -------    -------------                              
<S>                   <C>       <C>          <C>
Revenues            $   68.1   $ 12.8      $  55.3
                                               
Percentage change                23.1 %         
</TABLE>                                       
                                               

Revenue in the first quarter of 1995 increased 23.1% compared  to
the  year-ago quarter primarily due to the growth in  multivendor
services.  As a result of acquisition activities during the first
quarter of 1995, the Company realigned its operations into  three
business  groups:   Multivendor Services, Product  Solutions  and
Network Services.

The  Product  Solutions  Group  ("PSG")  revenue  decreased  $0.7
million  or  1.8%  in the first quarter 1995 as compared  to  the
prior  year  quarter, primarily due to the decline in the  impact
printing market, partially offset by growth in the laser printing
market.   Increases  in  the Company's high-speed  serial  matrix
printers,  including  the 3800 Series, and the  new  4800  Series
shuttle  matrix line impact printers favorably impacted revenues,
however,  they  did not offset the declines in the mature  serial
matrix and mature shuttle matrix line impact printers.  The Laser
Printing  Solutions business achieved year over  year  growth  of
40.0%  due  primarily to sales of the 7170 network laser  printer
and  to  a  lesser extent the sales of new laser printer products
offered  as a result of the PSC acquisition.  Management  expects
PSG  revenues to increase in 1995 due to, among others, the sales
of  new  PSC  laser  printer products,  a  full  year  of  volume
shipments  of  its  new shuttle matrix line impact  printers  and
other fiscal year 1995 new product offerings.

Multivendor Services Group ("MSG") revenues in the first  quarter
of  1995 increased $11.8 million or 101.5% compared to the  first
quarter  in  1994.  The growth is primarily attributable  to  the
Company's   1994  expansion  into  workstation,  peripheral   and
personal  copier  services through its depot and  field  services
arrangements  with Computervision Corporation, Canon  U.S.A.  and
Motorola Computer Group.  The March 1, 1995 acquisition  of  HANS
contributed  $1.6  million  to first  quarter  service  revenues.
Management anticipates that 1995 MSG revenue will be above fiscal
1994  levels as a result of a full year's effect of the  revenues
associated with the 1994 expansion efforts referred to above, the
HANS acquisition, and the Company's anticipated expansion of  its
multivendor field and depot operations.

The  Network Services Group ("NSG") was established in connection
with the acquisition of HANS's United States and Canadian systems
integration  operations.  NSG provides network  system  solutions
including hardware and software products, consulting and  network
baselining  and  monitoring services.  This business  contributed
$2.2 million to first quarter 1995 revenues, accounting for 17.3%
of total Company revenue growth.

Relay  revenues decreased by $0.6 million or 15.3% in  the  first
quarter   of  1995  as  compared  to  the  prior  year   quarter.
Management  expects  that  1995 relay revenues  will  approximate
those of fiscal 1994.
 
                                 9
<PAGE> 10

<TABLE>                                                      
<CAPTION>                                                    
(in millions)               1st Quarter 4th Quarter 1st Quarter
                            ----------- ----------- -----------
                                1995        1994        1994   
<S>                             <C>        <C>        <C>    
Order backlog               $     49.7  $    48.9   $     43.4 
Change - 1st Quarter 1995                                    
compared to:
              Amount                         0.8         6.3 
              Percentage                     1.6 %      14.5 %
</TABLE>                                                     



The  increase  in  order backlog from the 1994 fourth  and  first
quarter  primarily  reflects  the effect  of  the  HANS  and  PSC
acquisitions.   The  increase from the 1994  fourth  quarter  was
partially  offset  by the decrease in our MSG  business  and  PSG
business backlog since the fourth quarter.  The Company's backlog
as of any particular date should not be the sole measurement used
in determining sales for any future period.

<TABLE>                                          
<CAPTION>         
(in millions)      1st Quarter              1st Quarter
                      1995      Change         1994
                    ---------   -------    ------------- 
<S>                   <C>       <C>       <C>    
Gross margin        $   18.4   $    3.8   $   14.6  
                                                 
As a % of revenue       27.0 %                26.4 %
</TABLE>                                         



Gross  margin, as a percentage of revenue, increased in the first
quarter  of  1995  as compared to the prior year  quarter.   This
increase is primarily attributable to the performance of the  PSG
business,  which  was  impacted by improved  performance  by  the
Company's international operations, partially offset by  start-up
costs incurred in the MSG business.



<TABLE>                                          
<CAPTION>        
 (in millions)      1st Quarter              1st Quarter
                      1995      Change         1994
                    ---------   -------    ------------- 
<S>                   <C>       <C>       <C>    
Operating expenses:                              
                                            
Selling, general                                 
and administrative  $  12.9   $   1.5        $  11.4  
Engineering,                                    
 research and product   2.0       0.1            1.9  
development
                       ----     -----           ----                                                       
Total               $  14.9   $   1.6        $  13.3  
                                                                       
As a % of revenue      21.9 %                   24.0 %
</TABLE>                                         

Operating  expenses decreased as a percentage  of  sales  in  the
first  quarter  of 1995 as compared to the year-ago  period,  due
primarily to management's focus on contolling costs.  The  actual
amount  expended on selling, general and administrative  expenses
increased  year over year primarily due to the expenses incurred
by HANS and PSC, the increased sales and marketing efforts needed
to support the new MSG businesses, the introduction of new 
printer products and the Company's January 1994, cost reduction
program which included personnel, salary and benefit reductions
for the Company's worldwide operations.

                                 10
<PAGE> 11

<TABLE>                                            
<CAPTION>              
(in millions)          1st Quarter              1st Quarter
                          1995      Change         1994
                        ---------   -------    ------------- 
<S>                        <C>       <C>           <C>
Interest expense, net   $    1.8   $  (0.2)   $    2.0
 net
                                                   
Percentage change                    (10.0) %         
                                                    
Other income            $    0.0   $  (0.9)   $    0.9
                                                   
Percentage change                   (100.0) %         
                                        
</TABLE>                                           



The decrease in interest expense in the first quarter of 1995  as
compared  to  the  year-ago  quarter  is  primarily  due  to  the
Company's  repurchase  of  its 12.5%  Senior  Subordinated  Notes
("Notes")  in  the  second and fourth quarter  of  1994  and  the
decrease in borrowings from its senior credit facility, partially
offset  by  the interest rate increase on the same senior  credit
facility.   On February 1, 1995, the Company's interest  rate  on
its  senior  credit facility increased from 11.5%  to  12.0%,  as
result of a 0.5% increase in the prime lending rate.

During  the  1994 first quarter, the Company sold  its  remaining
investment  in  Xeikon  N.V., a Belgian printer  development  and
manufacturing  company and a pre-tax gain of $  0.9  million  was
recognized.

<TABLE>                                        
<CAPTION>           
(in millions)      1st Quarter              1st Quarter
                      1995      Change         1994
                    ---------   -------    ------------- 
<S>                   <C>       <C>       <C>
Income tax expense  $    0.5   $    0.4   $    0.1
                                               
Effective tax rate      26.0%                 61.3%
</TABLE>                                       



The Company's effective income tax rate for the first quarter  of
1995  was  26.0%  as compared to 61.3% for the  year-ago  period.
These  rates  are significantly affected by foreign income  taxes
and the utilization of net operating losses.

                           11
<PAGE> 12
                                
                 Liquidity and Capital Resources

<TABLE>                                                        
<CAPTION>                       
                               1st Quarter     1st Quarter
                                  1995             1994
                                 ---------        -------- 
<S>                                  <C>             <C>
Cash provided by operations      $   3.2         $   2.6
                                                           
Cash (used in) provided by          (7.9)            0.5
  investing activities
                                                           
Cash provided by (used in)           6.2            (3.9)
  financing activities
</TABLE>                                                       



<TABLE>                                                
<CAPTION>                                              
(in millions)                   1st Quarter   1st Quarter
                                  1995           1994
                                 ---------     -------- 
<S>                              <C>           <C>     
Working capital              $     28.6   $     40.8   
                                                       
Inventories                        48.0         43.4   
                                                       
Debt obligations                   62.2         47.6   
                                                       
Debt to equity ratio           2.1 to 1     1.7 to 1   
</TABLE>                                               
                                                       




The Company's working capital decreased $12.2 million as of April
2,  1995  as  compared to January 1, 1995 due  primarily  to  the
purchase  of  HANS  and  PSC, which were  financed  primarily  by
borrowings  from  the Company's senior credit  facility  and  the
issuance  of notes to the sellers.  Accordingly, the Company  has
recorded  notes  payable  to  reflect  the  incremental  purchase
consideration for which management believes the Company  will  be
obligated.  As of April 2, 1994, $4.0 million of such notes  have
been   classified  as  current  obligations.    Cash   and   cash
equivalents  increased $1.3 million since January 1,  1995.   Net
cash  generated  by operations improved by $0.6 million  year  to
year due primarily to profitable operations.

Due  to  the  needs of its growing ESS business, the Company  has
increased  the cash used in investing activities to  acquire  the
necessary  field support spares and equipment.  The Company  does
not   have   any  material  commitments  of  funds  for   capital
expenditures  other  than  to  support  the  current   level   of
operations, which includes the remaining amounts due for the HANS
and PSC acquisitions.

In  the  first quarter of 1995, the Company retired $9.0  million
principal amount of its previously purchased Notes in fulfillment
of its annual sinking fund requirement.  As of April 3, 1995, the
Company had $3.4 million of the Notes in treasury, which will  be
applied  to  the  $9.0 million needed for the 1996  sinking  fund
requirement.   In  addition to the above mentioned  sinking  fund
requirements, on February 15, 1997, $31.0 million  of  the  Notes
will  mature.  While the Company expects that it will be able  to
satisfy  the  balance  of  the 1996 sinking  fund  and  the  1997
maturity,  there is no assurance that the Company will  have  the
resources available to do so.

As  of  April  2, 1995, the Company had $18.7 million outstanding
and  $7.0 million available for borrowing under its senior credit
facility.   Management  believes that the  Company  has  adequate
resources,  through  its cash flows from  operations  and  credit
facilities, to meet its future payment obligations to the sellers
of HANS and PSC.

                                12
<PAGE> 13


Management  believes that a material decline in sales  volume  or
the  Company's inability to effectively execute their integration
programs for the newly acquired strategic businesses could have a
material  adverse impact on the financial condition,  results  of
operations, or liquidity of the Company.


                  Part II. - OTHER INFORMATION

Item 1.   Legal Proceedings:

Not applicable.

Item 2.   Changes in Securities:

Not applicable.

Item. 3   Defaults Upon Senior Securities:

Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders:

(a)  The Company's annual meeting of stockholders was held on
      April 27, 1995.

(c)  At said annual meeting, stockholders reelected the
      Company's four directors, amended the Company's Stock
      Option Plan to increase the number of Common Stock
      issuable under the Plan by 400,000 shares, amended the
      Company's Stock Option Plan to amend the exercise
      provision of the Stock Option Plan relating to Stock
      Option recipients whose employment is terminated,
      increased the authorized capital stock of the Company from
      15,000,000 shares, consisting of 15,000,000 shares of
      Common Stock, $.01 par value to 18,000,000 shares
      consisting of 18,000,000 shares of Common Stock, $.01 par
      value and approved the appointment of Coopers & Lybrand
      L.L.P. as the Company's independent accountants.
<TABLE>

<S>                 <C>            <C>              <C>
Directors                                            
- ---------                                                     
   Director      Votes for      Withheld     Broker Non-Votes
Don E.           7,108,247        2,833              0
 Ackerman
Bruce K.         7,106,230        4,850              0
 Anderson
Edward E.        7,108,247        2,833              0
 Lucente
Paul T. Winn     7,107,438        3,642              0
                                                     
                                                     
Stock Option Plan -  Increase Shares                 
- ------------------------------------                                                     
                               Abstentions           
  Votes for        Votes           or
                  Against      Broker Non-Votes

  6,877,250       230,518         3,311              
         

                      13
<PAGE> 14
                                            
Stock Option Plan -  Extend Period for               
Exercise
- --------------------------------------                                                     
                               Abstentions           
  Votes for        Votes           or
                  Against      Broker Non-Votes
  6,874,152       228,145         8,783              

                                                     
                                                     
Increase Authorized Common                           
Stock Shares
- ----------------------------                                                     
                               Abstentions           
  Votes for        Votes           or
                  Against      Broker Non-Votes
  7,085,539        15,970         9,570              
                                                     
                                                     
Accountants                                          
- --------------                                                     
                               Abstentions           
  Votes for        Votes           or
                  Against      Broker Non-Votes
  7,107,520        2,775           784               

Item 5.   Other Information:

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K:

  (a)  Exhibits
       
        Number     Description
        ------     ---------------
        27.1       Financial Data
                   Schedule
                   
                   


  (b)  Reports on Form 8-K:
  
       The  Company filed a report on Form 8-K on March 8,  1995,
       which  reported that it had completed its acquisition  of
       Printer  Systems  Corporation.  A  copy  of  the  purchase
       agreement was included as Exhibit 2.1 to the Form.
       
       The  Company filed a report on Form 8-K on March 16, 1995,
       which  reported that it had completed its acquisition  of
       substantially  all  of the assets and certain  liabilities
       of  Harris Adacom Network Services, Inc., including all of
       the  stock of its Canadian subsidiary, Harris Adacom, Inc.
       for  $7.3  million.  A copy of the purchase agreement  was
       included as Exhibit 2.1 to the Form.
                                
       The  Company filed a report on Form 8-K on March 30, 1995,
       which   reported   that  it  had  amended   its   Deferred
       Compensation  and  Savings Plan on November  1,  1993  and
       January  20, 1994.  Copies of the amendments were included
       as Exhibits 10.1 and 10.2, respectively, to the Form.

                             14
<PAGE> 15

       
                                
                                
                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




                               GENICOM Corporation
                               -------------------
                                    Registrant
                               
                               
Date:  May 17, 1995            
                               
                               
                                  James C. Gale
                                  -------------
                                    Signature
                               
                               James C. Gale
                               Senior Vice
                               President Finance
                               and Chief Financial
                               Officer
                               
                               (Mr. Gale is the
                               Chief Financial
                               Officer and has been
                               duly authorized to
                               sign on behalf of
                               the Registrant)


                          15
<PAGE>16

GENICOM Corporation and Subsidiaries
INDEX TO EXHIBITS TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 2, 1995

Exhibit 
Number           Description                Page
- -------          ---------------            -----
27.1             Financial Data Schedule    E-2





                   E-1



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000766738
<NAME> GENICOM CORPORATION
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-02-1995
<PERIOD-END>                               APR-02-1995
<CASH>                                           2,010
<SECURITIES>                                         0
<RECEIVABLES>                                   46,630
<ALLOWANCES>                                   (1,862)
<INVENTORY>                                     48,031
<CURRENT-ASSETS>                                99,903
<PP&E>                                          97,583
<DEPRECIATION>                                (64,720)
<TOTAL-ASSETS>                                 158,069
<CURRENT-LIABILITIES>                           71,345
<BONDS>                                         51,413
<COMMON>                                           107
                                0
                                          0
<OTHER-SE>                                      29,942
<TOTAL-LIABILITY-AND-EQUITY>                   158,069
<SALES>                                         44,603
<TOTAL-REVENUES>                                68,134
<CGS>                                           31,238
<TOTAL-COSTS>                                   49,719
<OTHER-EXPENSES>                                12,933
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,517
<INCOME-PRETAX>                                  1,759
<INCOME-TAX>                                       458
<INCOME-CONTINUING>                              1,301
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,301
<EPS-PRIMARY>                                     0.11
<EPS-DILUTED>                                     0.11
        

</TABLE>


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