<PAGE> 1
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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 March 30, 1997
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 20151
(Address of principal executive offices) (Zip Code)
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 May 2, 1997, there were 11,014,239 shares of Common Stock of the
Registrant outstanding.
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<PAGE> 2
FORM 10-Q INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - March 30, 1997 and December 29, 1996 3
Consolidated Statements of Income - Three Months Ended
March 30, 1997 and March 31, 1996 4
Consolidated Statements of Cash Flows - Three Months Ended
March 30, 1997 and March 31, 1996 5
Notes to Consolidated Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 13
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 Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13-14
Signatures 15
Index to Exhibits E-1
</TABLE>
PAGE 2
<PAGE> 3
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 30, DECEMBER 29,
(In thousands, except share data) 1997 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,944 $ 5,866
Accounts receivable, less allowance for
doubtful accounts of $3,265 and $3,270 66,630 65,404
Other receivables 2,050 1,835
Inventories 52,778 46,947
Prepaid expenses and other assets 7,445 5,395
------------- -------------
TOTAL CURRENT ASSETS 130,847 125,447
Property, plant and equipment 25,233 26,562
Goodwill 26,339 27,555
Intangibles and other assets 5,182 6,515
------------- -------------
$ 187,601 $ 186,079
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Debt maturing within one year $ 4,594 $ 4,222
Accounts payable and accrued expenses 68,686 72,040
Deferred income 13,929 13,094
------------- -------------
TOTAL CURRENT LIABILITIES 87,209 89,356
Long-term debt, less current portion 51,777 50,331
Other non-current liabilities 8,605 8,801
------------- -------------
TOTAL LIABILITIES 147,591 148,488
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; 18,000,000 shares
authorized, 11,010,639 and 10,983,439 shares issued 110 110
Additional paid-in capital 26,478 26,440
Retained earnings 14,682 12,162
Foreign currency translation adjustment (1,260) (1,121)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 40,010 37,591
------------- -------------
$ 187,601 $ 186,079
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 3
<PAGE> 4
GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
MARCH 30, MARCH 31,
(In thousands, except per share data) 1997 1996
---------- ----------
<S> <C> <C>
REVENUES, NET:
Products $ 65,634 $ 42,596
Services 30,711 30,957
---------- ----------
96,345 73,553
---------- ----------
OPERATING COSTS AND EXPENSES:
Cost of revenues:
Products 44,956 30,546
Services 27,424 25,700
Selling, general and administration 17,117 12,441
Engineering, research and
product development 2,545 1,931
---------- ----------
92,042 70,618
---------- ----------
OPERATING INCOME 4,303 2,935
Interest expense, net 1,373 1,152
---------- ----------
INCOME BEFORE INCOME TAXES 2,930 1,783
Income tax expense 413 362
---------- ----------
NET INCOME BEFORE EXTRAORDINARY ITEM 2,517 1,421
EXTRAORDINARY ITEM - LOSS ON EXTINGUISHEMENT
OF DEBT, NET OF $258 TAX (414)
---------- ----------
NET INCOME $ 2,517 $ 1,007
========== ==========
Earnings per common share
and common share equivalent
(primary and fully diluted) $ 0.21 $ 0.08
========== ==========
Weighted average number of common shares
and common share equivalents outstanding
Primary 12,189 12,279
========== ==========
Fully diluted 12,189 12,335
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 4
<PAGE> 5
GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
MARCH 30, MARCH 31,
(In thousands) 1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,517 $ 1,007
Adjustments to reconcile net income to cash from
operating activities:
Depreciation 3,358 4,179
Amortization 1,162 915
Extraordinary gain
Changes in assets and liabilities:
Accounts receivable (1,441) 1,730
Inventories (5,831) 10,516
Accounts payable and accrued expenses (9,036) (5,328)
Deferred income 835 934
Other (100) (2,146)
------------ ------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (8,536) 11,807
------------ ------------
Cash flows from investing activities:
Additions to property, plant and equipment (2,666) (3,847)
Other (102)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (2,666) (3,949)
------------ ------------
Cash flows from financing activities:
Borrowings from long-term debt 10,100 49,091
Payments on long-term debt (8,282) (54,718)
Bank overdraft 5,682
Financing costs (155) (1,789)
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 7,345 (7,416)
------------ ------------
Effect of exchange rate changes on cash and cash equivalents (65) 24
------------ ------------
Net (decrease) increase in cash and cash equivalents (3,922) 466
Cash and cash equivalents at beginning of period 5,866 4,271
------------ ------------
Cash and cash equivalents at end of period $ 1,944 $ 4,737
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
PAGE 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 March 30, 1997, 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
December 29, 1996 Annual Report. The results of operations for the
three months ended March 30, 1997, are not necessarily indicative of
the operating results to be expected for the full year.
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>
MARCH 30, DECEMBER 29,
1997 1996
---------- ------------
<S> <C> <C>
Raw Materials $ 12,359 $ 9,105
Work in process 2,780 3,383
Finished goods 37,639 34,459
---------- ------------
$ 52,778 $ 46,947
========== ============
</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
----------------------------
MARCH 30, MARCH 31,
1997 1996
---------- ----------
<S> <C> <C>
Weighted average common shares
outstanding 10,998 10,858
---------- ----------
Dilutive common stock equivalents:
Options - Primary 1,191 1,421
---------- ----------
Shares outstanding - Primary 12,189 12,279
========== ==========
Dilutive common stock equivalents:
Options - Fully diluted 1,191 1,477
---------- ----------
Shares outstanding - Fully diluted 12,189 12,335
========== ==========
</TABLE>
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<PAGE> 7
4. For reporting periods ending after December 15, 1997, the Company will
be required to report earnings per share in accordance with SFAS No.
128 "Earnings per Share". Basic earnings per share would have been
$0.23 and $0.09 for the first quarter of 1997 and 1996, respectively,
if calculated pursuant to SFAS No. 128.
5. Texas Instruments Worldwide Printer Business
On September 30, 1996, the Company acquired certain assets of Texas
Instruments worldwide printer and related supplies business for the
purchase price of approximately $29.5 million. The acquisition was
financed primarily through the Company's credit facility with
NationsBank and a note of $9 million to Texas Instruments with interest
of approximately 8.5% payable over two years. The goodwill of
approximately $10 million associated with the purchase is being
amortized over seven years.
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 January 1, 1996. Accounting adjustments have been made in the
pro forma financial information to include estimated costs of the
combinations and to reflect the integration and consolidation of
facilities and personnel. Included in such integration costs are
relocation costs associated with facilities and employee 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.
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 30, 1997 March 31, 1996
----------------------- ----------------------
<S> <C> <C>
Revenue $ 96,345 $ 103,383
Pre-Tax Income 2,930 3,879
----------------------- ----------------------
Net Income 2,517 2,390
----------------------- ----------------------
Earnings per share $ 0.21 $ 0.19
----------------------- ----------------------
Weighted average shares outstanding 12,189 12,335
----------------------- ----------------------
</TABLE>
6. Commitments and Contingencies
Environmental matters:
The Company and the former owner of its Waynesboro, Virginia facility,
General Electric Company ("G.E."), have generated and managed hazardous
wastes at the facility for many years as a result of their use of
certain materials in manufacturing processes. The Company and the
United States Environmental Protection Agency ("EPA") have agreed to a
corrective action consent order (the "Order"), which became effective
on September 14, 1990. The Order requires the Company to undertake an
investigation of solid waste management units at its Waynesboro,
Virginia facility and to conduct a study of any necessary corrective
measures that may be required. The investigative work under the Order
is expected to be completed by December 1997. Although not required by
the Order, the Company has agreed to install and operate an interim
ground water stabilization system, subject to EPA approval of the
system design. The interim groundwater stabilization program may be
chosen as the final remedy for the site, or additional corrective
measures may eventually be required. It is not possible to reliably
estimate the costs that any such possible additional corrective
measures would entail. However, if additional corrective measures are
required, the Company expects that it will enter into discussion with
EPA concerning their scope and a further order for that purpose.
PAGE 7
<PAGE> 8
The Company has been notified by the EPA that it is one of 700
potentially responsible parties ("PRPs") under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, for
necessary corrective action at a hazardous waste disposal site in
Greer, South Carolina. In prior years, the Company arranged for the
transportation of wastes to the site for treatment or disposal. During
1995, the PRPs entered into an administrative consent order with EPA
under which they will undertake a remedial investigation and
feasibility study which is currently underway.
The Company has been named as a defendant in an Original Petition and
Petition for Injunctive Relief filed in August 1995 which alleges that
the Company and certain other defendants are strictly liable for
damages allegedly suffered by the plaintiffs as a result of
contamination of groundwater at the Linn-Faysville Aquifer, in Texas,
due to the disposal of dangerous products and materials at a landfill
which is alleged to be the source of the contamination. There is
currently a settlement pending on this matter. The Company is fully
reserved for costs associated with this including attorney fees and
settlement.
In 1996, the Company recorded a reserve for the above mentioned actions
other than for additional corrective measures equal to its best
estimate of the liability associated with its share of the costs. In
the future there may be other costs of investigation and any corrective
action that may be required are not likely to have a material effect
upon the financial condition, results of operations or liquidity of the
Company.
During the third quarter of 1996, the Company accrued $1.5 million
associated with environmental charges. The environmental charge is the
Company's best estimate of remaining costs associated with certain
environmental matters including $0.6 million for pond closure and
monitoring for ten years at the Company's Waynesboro, Virginia facility
and $0.9 million for litigation costs associated with the
Linns-Faysville Aquifer in Texas.
Atlantic Design:
In December 1995, the Company entered into a five year agreement later
extended one year with Atlantic Design Company, a subsidiary of Ogden
Services Corporation, ("ADC") in which ADC took over the Company's
manufacturing operations and employees in McAllen, Texas and Reynosa,
Mexico. The agreement is automatically renewed unless notice is given.
ADC is committed to manufacturing all of the Company's impact printer
products, printed circuit boards, related supplies and spare parts. The
Company will retain design, intellectual and distribution rights. As
part of this agreement, the Company will be a preferred provider of
impact and page printers and multivendor information technology
services to Ogden Services Corporation.
The Company as part of the agreement agreed to purchase from ADC $54.0
million of product by April 1997, a commitment the Company met in 1996.
At December 31, 1995, the Company had $12.3 million of inventory and a
related payable of $10.5 million associated with a commitment to
repurchase certain inventories which were transferred to ADC during
December 1995. The remaining amount of this inventory is not material
and was fully reserved at December 29, 1996.
Ogden Services Corporation is attempting to divest ADC. The Company's
contract with ADC contains a clause requiring GENICOM's consent to the
sale, which consent cannot be unreasonably withheld. The Company is
currently evaluating this situation as well as the ongoing performance
of ADC under the agreement.
Other matters:
In July 1996, the Company reached an agreement with Electronic Data
Systems ("EDS") to outsource its information systems and data
processing activities. Under the agreement, EDS will
PAGE 8
<PAGE> 9
operate and service the Company's systems as well as design, install
and service new business systems and global networks. The agreement
covers ten years with an average base cost of $4.3 million per year.
In the ordinary course of business, the Company is party to various
environmental, administrative and legal proceedings. In the opinion of
management, the Company's liability, if any, in all pending litigation
or other legal proceedings, other than those discussed above, will not
have a material effect upon the financial condition, results of
operations or liquidity of the Company.
PAGE 9
<PAGE> 10
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
1997 CHANGE 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues - Enterprising Service Solutions $ 30.7 $ (0.3) $ 31.0
Revenues - Document Solutions 65.6 23.0 42.6
-------- -------- --------
Total Revenues $ 96.3 $ 22.7 $ 73.6
-------- -------- --------
Percentage change 31.0 %
===============================================================================================
</TABLE>
Revenue in the first quarter of 1997 increased 31.0% from the first quarter of
1996 primarily due to the revenue growth in Document Solutions ("DSC") as a
result of the acquisition of Texas Instruments' printer business. DSC revenue
was 55.6% higher than the first quarter of 1996 as a result of the acquisition
of the Texas Instruments' printer and related supplies business. Enterprising
Service Solutions ("ESSC") revenue declined 0.8%. Integrated Network Service
("INS"), which is part of ESSC, revenue increased 19.4% on strong performance of
the Canadian subsidiary. The Company has exited the network monitoring part of
this business and is reallocating those resources to development of the network
integration business in the United States. Offsetting the increase in revenue
from INS, was a revenue decline of 3.4% in Multivendor Services ("MVS"), also
part of ESSC. The decline in revenue by MVS was primarily the result of
declining legacy business at the Bedford depot. This decline in legacy business
has slowed and is being partially offset by new customer and contract business.
MVS revenue for the first quarter of 1997 as compared to the fourth quarter of
1996 was flat. The Company is in the process of consolidating the Bedford,
Massachusetts and Waynesboro, Virginia depots into the new depot in Louisville,
Kentucky.
Relay revenues, which are included as part of Document Solutions in the above
table, increased by $1.1 million or 36.0% in the first quarter of 1997 as
compared to the prior year quarter.
<TABLE>
<CAPTION>
============================================================================================
(in millions) 1ST QUARTER 4TH QUARTER 1ST QUARTER
1997 1996 1996
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Order backlog $ 63.3 $ 56.7 $ 45.5
Change: 1st Quarter of 1997 compared to
Amount 6.6 17.8
Percentage 11.6 % 39.1 %
============================================================================================
</TABLE>
The increase in order backlog from the 1996 fourth and first quarters primarily
reflects the effect of the Texas Instruments acquisition. 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
1997 CHANGE 1996
- ------------------------------------------------------------------------------------------------
<S> <S> <S> <S>
Gross margin - Enterprising Service Solutions $ 3.3 $ (2.0) $ 5.3
Gross margin - Document Solutions 20.6 8.5 12.1
-------- --------- --------
Total gross margin 23.9 6.5 17.4
-------- --------- --------
As a % of revenue 24.8 % 23.6 %
================================================================================================
</TABLE>
PAGE 10
<PAGE> 11
Gross margin, as a percent of revenue, increased from 23.6% in the first quarter
of 1996 to 24.8% in the first quarter of 1997. As a percent of revenue, gross
margin for DSC increased to 32.3% in 1997 from 30.8% in 1996. This increase is
primarily the result of the high volume of supplies sales which carry a larger
margin percentage than printers. For ESSC, gross margin decreased from 17.0% for
the first three months of 1996 to 10.7% for 1997. The gross margin for MVS
declined from 17.7% in 1996 to 10.0% reflecting the costs associated with
consolidation of the depots and redundant costs between depots. INS gross margin
increased from 11.8% to 15.1%. Relays gross margin increased from (2.4)% to
19.6% reflecting more efficient operation of this small business unit.
<TABLE>
<CAPTION>
========================================================================================
=====================================
(in millions) 1ST QUARTER 1ST QUARTER
1997 CHANGE 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating expenses:
Selling, general and
administrative $ 17.2 $ 4.8 $ 12.4
Engineering, research and
product development 2.5 0.6 1.9
-------- -------- --------
Total $ 19.7 $ 5.4 $ 14.3
As a % of revenue 20.5 % 19.4 %
========================================================================================
</TABLE>
The increase of $5.4 million in operating expenses from the first quarter of
1996 was primarily a result of elevated levels of spending needed to support the
higher revenue in 1997 including the new products acquired from Texas
Instruments, increased MIS costs as a result of the outsourcing of this business
function in July of 1996, transition costs to the new Louisville depot and
higher compensation and benefit costs. Engineering increased $0.6 million due to
development costs related to the new travel printer business acquired from Texas
Instruments.
<TABLE>
<CAPTION>
==========================================================================================
=======================================
(in millions) 1ST QUARTER 1ST QUARTER
1997 CHANGE 1996
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest expense, net $ 1.4 $ 0.2 $ 1.2
Percentage change 16.7 %
==========================================================================================
</TABLE>
The interest expense was relatively unchanged in the first quarter of 1997 as
compared to the year-ago quarter due to the Company's retirement of its
outstanding 12.5% senior subordinated notes in February 1996 and the refinancing
of the Company's credit facility through NationsBank of Texas, N.A., as agent
for a group of banks, in January 1996 and higher borrowings in 1997 as a result
of the debt associated with the acquisition of the Texas Instruments' printer
business and increasing working capital needs.
<TABLE>
<CAPTION>
==========================================================================================
=======================================
(in millions) 1ST QUARTER 1ST QUARTER
1997 CHANGE 1996
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax expense $ 0.4 $ 0.0 $ 0.4
Effective tax rate 14.1% 20.3%
==========================================================================================
</TABLE>
PAGE 11
<PAGE> 12
The Company's effective income tax rate for the first quarter of 1997 was 14.1%
as compared to 20.3% for the year-ago period. In 1996, the rate was affected by
the anticipated use of certain tax credits as well as foreign net operating
losses. In 1997, the rate was affected by the reversal of the valuation
allowance associated with certain tax assets in Australia of approximately $0.5
million.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
=================================================================================================
(in millions) 1ST QUARTER 1ST QUARTER
1997 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash (used in) provided by operations $ (8.5) $ 11.8
Cash used in investing activities (2.7) (3.9)
Cash provided by (used in) financing activities 7.3 (7.4)
=================================================================================================
</TABLE>
<TABLE>
<CAPTION>
=================================================================================================
(in millions) 1ST QUARTER 4TH QUARTER
1997 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Working capital $ 43.6 $ 36.1
Inventories 52.8 46.9
Debt obligations 56.4 54.5
Debt to equity ratio 1.4 to 1 1.5 to 1
=================================================================================================
</TABLE>
Cash used by operations changed $20.3 million from the first quarter of 1996
principally as a result of higher inventory and accounts receivable balances
necessary to support the increased levels of revenue. The Company's working
capital increased $7.5 million as of March 30, 1997 as compared to December 29,
1996 due primarily to a $5.9 million increase in inventory necessary to support
the higher level of sales and a $1.2 million increase in accounts receivable
resulting from the increased sales. Debt increased slightly which was needed to
support the working capital needs of the business and from the acquisition of
the Texas Instruments printer business. Debt to equity ratio decreased slightly
due to the increased debt.
GENICOM provides an array of services and products addressing different niches
of the information processing industry, competing against a wide range of
companies from large multinationals to small domestic entrepreneurs. Except for
the historical information contained herein, the matters discussed in this 10Q
include forward-looking statements that involve a number of risks and
uncertainties. Terms such as "believes", "expects", "plans", "intends",
"estimates", or "anticipates", and variations of such words and similar
expressions are intended to identify such forward looking statements. There are
certain important factors and risks, including the change in hardware and
software technology, economic conditions in the North American and Western
European markets, the anticipation of growth of certain market segments and the
positioning of the Company's products and services in those segments, selective
service customers whose business is declining, seasonality in the buying cycles
of certain of the Company's customers, the timing of product announcements, the
release of new or enhanced products and services, the introduction of
competitive products and services by existing or new competitors, access to and
development of product rights and technologies, the management of growth,
disruption in the ability of Atlantic Design Corporation to maintain its
production commitments to the Company, the integration of acquisitions,
including but not limited to the Company's acquisition of Texas
PAGE 12
<PAGE> 13
Instruments printer business as of September 30, 1996, the transitioning of the
Bedford and Waynesboro depots to Louisville, Kentucky, GENICOM's ability to
retain highly skilled technical, managerial and sales and marketing personnel,
possible litigation related to the Company's operations, including litigation
arising under various environmental laws, and the other risks detailed from time
to time in the Company's SEC reports, including reports on Form 10K, that could
cause results to differ materially from those anticipated by the statements
contained herein.
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:
Not applicable
Item 5. Other Information:
Not applicable.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------------- ----------------------------------------------------------------------------------
<S> <C> <C>
2.1 Texas Instruments Asset Purchase Agreement dated July 22, 1996, incorporated by
reference to Exhibit 2.1 to Form 8-K, File No. 0-14685, filed with the
Commission on October 15, 1996.
2.2 Texas Instruments Amendment of Asset Purchase Agreement dated as of September 30,
1996, incorporated by reference to Exhibit 2.2 to Form 8-K, File No. 0-14685,
filed with the Commission on October 15, 1996.
3.1 Restated Certificate of Incorporation effective as of June 15, 1992,
incorporated by reference to Exhibit 4.1 to Form S-8 Registration Statement (No.
33-49472) filed with the Commission on July 10, 1992.
3.2 Certificate of Amendment to Certificate of Incorporation effective as of July
17, 1995, incorporated by reference to Form 8-A, File No. 0-14685, filed with
the Commission on July 5, 1996.
3.3 By-laws, dated June 1, 1983, as amended January 23, 1989, incorporated by
reference to Exhibit 3.2 to Form 10-K, File No. 0-14685, filed with the
Commission on March 29, 1989.
</TABLE>
PAGE 13
<PAGE> 14
<TABLE>
<S> <C> <C>
10.1 Texas Instruments Subordinated Promissory Note dated September 30, 1996,
incorporated by reference to Exhibit 2.3 to Form 8-K, File No. 0-14685, filed
with the Commission on October 15, 1996.
10.2 Texas Instruments Subordinated Guaranty and Security Agreement dated as of
September 30, 1996, incorporated by reference to Exhibit 2.4 to Form 8-K, File
No. 0-14685, filed with the Commission on October 15, 1996.
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
Not applicable
</TABLE>
PAGE 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 14, 1997
/s/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)
PAGE 15
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GENICOM CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 30, 1997
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- -------------- ---------------------------------------------------------------------- ----------------------
<S> <C> <C>
27.1 Financial Data Schedule Filed only with
EDGAR version
</TABLE>
E - 1
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
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