<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 July 4, 1999
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)
<TABLE>
<S> <C>
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)
</TABLE>
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 July 30, 1999, there were 11,683,174 shares of Common Stock of the
Registrant outstanding.
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<PAGE> 2
FORM 10-Q INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - July 4, 1999 and January 3, 1999 3
Consolidated Statements of Operations - Three and Six Months Ended
July 4, 1999 and June 28, 1998 4
Consolidated Statements of Cash Flows - Three and Six Months Ended
July 4, 1999 and June 28, 1998 5
Notes to Consolidated Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10 - 15
Item 3. Market Risk 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16 - 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
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>
JULY 4, JANUARY 3,
(In thousands, except share data) 1999 1999
------------------------ ------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,228 $ 4,894
Accounts receivable, less allowance for
doubtful accounts of $5,141 and $5,716 78,514 83,893
Other receivables 340 2,714
Inventories 49,517 59,617
Prepaid expenses and other assets 13,126 12,664
------------------------ ------------------------
TOTAL CURRENT ASSETS 149,725 163,782
Property, plant and equipment, net 45,784 45,459
Goodwill 14,218 15,965
Intangibles and other assets 5,891 4,771
------------------------ ------------------------
215,618 $ 229,977
======================== ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 5,893 $ 7,936
Accounts payable and accrued expenses 60,920 67,096
Deferred income 13,412 13,344
------------------------ ------------------------
TOTAL CURRENT LIABILITIES 80,225 88,376
Long-term debt, less current portion 102,727 105,000
Other non-current liabilities 11,863 11,984
------------------------ ------------------------
TOTAL LIABILITIES 194,815 205,360
------------------------ ------------------------
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; 18,000,000 shares
authorized, 11,646,040 and 11,581,661 shares issued 116 116
and outstanding
Additional paid-in capital 30,465 29,216
Retained earnings (6,857) (2,039)
Accumulated other comprehensive loss (2,921) (2,676)
------------------------ ------------------------
TOTAL STOCKHOLDERS' EQUITY 20,803 24,617
------------------------ ------------------------
$ 215,618 $ 229,977
======================== ========================
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 3
<PAGE> 4
GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
JULY 4, JUNE 28,
(In thousands, except per share data) 1999 1998
------------------- ------------------
<S> <C> <C>
REVENUES, NET:
Products $ 66,671 $ 74,681
Services 35,444 37,369
------------------- ------------------
102,115 112,050
------------------- ------------------
OPERATING COSTS AND EXPENSES:
Cost of revenues:
Products 49,287 53,691
Services 28,997 35,017
Selling, general and administration 18,695 21,782
Engineering, research and
product development 4,315 4,099
Write-off of goodwill 15,000
------------------- ------------------
101,294 129,589
------------------- ------------------
OPERATING INCOME (LOSS) 821 (17,539)
Interest expense, net 2,937 2,737
------------------- ------------------
LOSS BEFORE INCOME TAXES (2,116) (20,276)
Income tax (benefit) expense (106) (5,470)
------------------- ------------------
NET LOSS $ (2,010) $ (14,806)
=================== ==================
Loss per common share (basic) $ (0.17) $ (1.28)
=================== ==================
Loss per common share (diluted) $ (0.17) $ (1.28)
=================== ==================
Weighted average number of common shares
outstanding (basic) 11,642 11,555
=================== ==================
Weighted average number of common shares
and dilutive shares (diluted) 11,642 11,555
=================== ==================
<CAPTION>
SIX MONTHS ENDED,
JULY 4, JUNE 28,
(In thousands, except per share data) 1999 1998
------------------- ------------------
<S> <C> <C>
REVENUES, NET:
Products $ 129,833 $ 155,012
Services 72,671 79,148
------------------- ------------------
202,504 234,160
------------------- ------------------
OPERATING COSTS AND EXPENSES:
Cost of revenues:
Products 94,134 110,651
Services 60,676 72,753
Selling, general and administration 38,502 42,053
Engineering, research and
product development 8,382 8,424
Write-off of goodwill 15,000
------------------- ------------------
201,694 248,881
------------------- ------------------
OPERATING INCOME (LOSS) 810 (14,721)
Interest expense, net 5,615 5,330
------------------- ------------------
LOSS BEFORE INCOME TAXES (4,805) (20,051)
Income tax (benefit) expense 13 (5,414)
------------------- ------------------
NET LOSS $ (4,818) $ (14,637)
=================== ==================
Loss per common share (basic) $ (0.41) $ (1.27)
=================== ==================
Loss per common share (diluted) $ (0.41) $ (1.27)
=================== ==================
Weighted average number of common shares
outstanding (basic) 11,626 11,510
=================== ==================
Weighted average number of common shares
and dilutive shares (diluted) 11,626 11,510
=================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE 4
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GENICOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED,
JULY 4, JUNE 28,
(In thousands) 1999 1998
------------------------ ------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,818) $ (14,637)
Adjustments to reconcile net loss to cash provided
by operating activities:
Depreciation 6,800 7,116
Amortization 3,542 4,274
Write-off of goodwill 15,000
Changes in assets and liabilities:
Accounts receivable 8,503 4,637
Inventories 11,769 (1,330)
Accounts payable and accrued expenses (8,801) (4,470)
Deferred income 68 (1,534)
Other (953) (4,834)
------------------------ ------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 16,110 4,222
------------------------ ------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (8,297) (12,110)
Other investing (92) (1,638)
------------------------ ------------------------
NET CASH USED IN INVESTING ACTIVITIES (8,389) (13,748)
------------------------ ------------------------
Cash flows from financing activities:
Borrowings on long-term debt 11,409 21,613
Payments on long-term debt (15,725) (7,792)
Bank overdraft (2,172)
Financing costs (94) (73)
------------------------ ------------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (4,410) 11,576
------------------------ ------------------------
Effect of exchange rate changes on cash and cash equivalents 23 (123)
------------------------ ------------------------
Net increase in cash and cash equivalents 3,334 1,927
Cash and cash equivalents at beginning of period 4,894 4,622
------------------------ ------------------------
Cash and cash equivalents at end of period $ 8,228 $ 6,549
======================== ========================
</TABLE>
The accompanying notes are an integral part of these financial statements
PAGE 5
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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 July 4, 1999, 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
3, 1999 Annual Report on Form 10-K. The results of operations for the six
months ended July 4, 1999, 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>
JULY 4, JANUARY 3,
1999 1999
----------------------- ------------------------
<S> <C> <C>
Raw materials $ 4,634 $ 4,086
Work in process 814 930
Finished goods 44,069 54,601
----------------------- ------------------------
$ 49,517 $ 59,617
======================= ========================
</TABLE>
PAGE 6
<PAGE> 7
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 July 4, 1999
-------------------------------------------------------
Loss Shares Per Share
---------------- ---------------- ----------------
<S> <C> <C> <C>
BASIC EPS
Loss available to shareholders $ (2,010) 11,642 $ (0.17)
Weighted shares from stock options
---------------- ---------------- ----------------
DILUTED EPS $ (2,010) 11,642 $ (0.17)
---------------- ---------------- ----------------
<CAPTION>
Three Months Ended June 28, 1998
-------------------------------------------------------
Loss Shares Per Share
---------------- ---------------- ----------------
<S> <C> <C> <C>
BASIC EPS
Loss available to shareholders $ (14,806) 11,555 $ (1.28)
Weighted shares from stock options
---------------- ---------------- ----------------
DILUTED EPS $ (14,806) 11,555 $ (1.28)
---------------- ---------------- ----------------
<CAPTION>
Six Months Ended July 4, 1999
-------------------------------------------------------
Loss Shares Per Share
---------------- ---------------- ----------------
<S> <C> <C> <C>
BASIC EPS
Loss available to shareholders $ (4,818) 11,626 $ (0.41)
Weighted shares from stock options
---------------- ---------------- ----------------
DILUTED EPS $ (4,818) 11,626 $ (0.41)
---------------- ---------------- ----------------
<CAPTION>
Six Months Ended June 28, 1998
-------------------------------------------------------
Loss Shares Per Share
---------------- ---------------- ----------------
<S> <C> <C> <C>
BASIC EPS
Loss available to shareholders $ (14,637) 11,510 $ (1.27)
Weighted shares from stock options
---------------- ---------------- ----------------
DILUTED EPS $ (14,637) 11,510 $ (1.27)
---------------- ---------------- ----------------
</TABLE>
For the three months ended July 4, 1999 and June 28, 1998, 273,000 and
1,041,000 shares, respectively, have been omitted due to their
antidilutive nature. For the six months ended July 4, 1999 and June 28,
1998, 365,000 and 1,147,000 shares, respectively, have been omitted due
to their antidilutive nature.
PAGE 7
<PAGE> 8
Segment Information
The Company operates in the serial, line and page printer business where
it designs, manufactures and markets printers as well as the related
supplies and spare parts (Document Solutions company). The Company's
operation in services provides customers with a full range of network
information technology services with field services, depot repair, parts
and logistics and network products (Enterprising Service Solutions
company). Revenue between industry segments is not material.
<TABLE>
<CAPTION>
Six Months Ended or As of
July 4, June 28,
(in thousands) 1999 1998
---------------------- ----------------------
<S> <C> <C>
REVENUE
Document Solutions $ 129,833 $ 155,012
Enterprising Service Solutions 72,671 79,148
---------------------- ----------------------
$ 202,504 $ 234,160
---------------------- ----------------------
OPERATING (LOSS) INCOME
Document Solutions $ 4,086 $ 2,074
Enterprising Service Solutions (3,276) (16,795)
---------------------- ----------------------
$ 810 $ (14,721)
---------------------- ----------------------
DEPRECIATION AND AMORTIZATION
Document Solutions $ 2,777 $ 3,416
Enterprising Service Solutions 6,054 7,204
Corporate and other 1,511 770
---------------------- ----------------------
$ 10,342 $ 11,390
---------------------- ----------------------
ASSETS
Document Solutions $ 98,906 $ 129,387
Enterprising Service Solutions 80,982 81,532
Corporate and other 35,730 32,067
---------------------- ----------------------
$ 215,618 $ 242,986
---------------------- ----------------------
CAPITAL EXPENDITURES
Document Solutions $ 1,783 $ 2,007
Enterprising Service Solutions 3,999 6,937
Corporate and other 2,515 3,166
---------------------- ----------------------
$ 8,297 $ 12,110
---------------------- ----------------------
</TABLE>
5. 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 was completed in
December 1997 and the Company submitted a final investigative report to
the EPA. During the second quarter of 1999, the EPA requested additional
investigative work which the Company anticipates completing during the
first quarter of 2000. Although not required by the Order, the Company
has installed and is operating an interim groundwater stabilization
system. Annual operational expenses for
PAGE 8
<PAGE> 9
the system are currently approximately $57,000. 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 the EPA concerning their scope and a further order for
that purpose.
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 would undertake a remedial investigation and feasibility
study. That study is currently underway. The Company has not had and does
not anticipate any material expenditures in connection with this matter.
Other matters:
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.
6. The Company's loss, if reported on a comprehensive basis, would be as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------------------- ------------------------------------------
July 4, June 28, July 4, June 28,
1999 1998 1999 1998
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Reported loss $ (2,010) $ (14,806) $ (4,818) $ (14,637)
Foreign currency translation (196) (212) (245) (105)
Tax benefit (53) (26)
------------------- ------------------- ------------------- -------------------
Comprehensive loss $ (2,206) $ (14,965) $ (5,063) $ (14,716)
------------------- ------------------- ------------------- -------------------
</TABLE>
7. In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement requires that an
entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. The Company
will be required to adopt this new accounting standard by January 1,
2001. Management does not anticipate early adoption. The Company believes
that the effect of adoption of SFAS No. 133 will not be material.
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<PAGE> 10
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition:
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
==============================================================================================
THREE MONTHS ENDED
------------------------------------------------
2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998
- -------------------------------------------------------------- -----------------------------
<S> <C> <C> <C>
Revenues - Enterprising Service Solutions $ 35.4 $ (2.0) $ 37.4
Revenues - Document Solutions 66.7 (8.0) 74.7
----------- ---------- ----------
Total Revenues $ 102.1 $ (10.0) $ 112.1
----------- ---------- ----------
Percentage change (8.9) %
==============================================================================================
<CAPTION>
==============================================================================================
SIX MONTHS ENDED
------------------------------------------------
2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998
- -------------------------------------------------------------- -----------------------------
<S> <C> <C> <C>
Revenues - Enterprising Service Solutions $ 72.7 $ (6.5) $ 79.2
Revenues - Document Solutions 129.8 (25.2) 155.0
----------- ----------- ----------
Total Revenues $ 202.5 $ (31.7) $ 234.2
----------- ----------- ----------
Percentage change (13.5) %
==============================================================================================
</TABLE>
Revenue in the second quarter of 1999 decreased 8.9% from the second quarter of
1998 primarily due to lower supply sales related to the Texas Instruments and
Digital low-end installed printer base that has significantly declined since the
second quarter of 1998, lower off-site repair revenue due to a decision to close
the Fort Worth depot and exit the express parts business which were low margin
businesses, and the effect of the decline in the value of the EURO and related
currencies on prices in Europe. Documents Solutions ("DSC") revenue was 10.7%
lower than the second quarter of 1998 principally as a result of the supply
sales mentioned above and the decline in the value of the EURO. Enterprising
Service Solutions ("ESSC") revenue decreased 5.2% from the prior year quarter.
The decrease in ESSC revenue was principally due to the lower off-site revenue
partially offset by higher Canadian service revenue.
Revenue for the six months ended July 4, 1999 was 13.5% lower than the first six
months of 1998. This was due primarily to the reasons mentioned above and in
1998, ESSC had substantial revenues in the first quarter from a contract with
NASDAQ.
Digital branded printer and supply sales have softened over the past nine
months. Although broader product lines have been introduced, Compaq Computer
Corporation's acquisition of Digital has required a migration from Digital to
Compaq branding, realignment of channels and changes in the business
relationship. The Company has been authorized to sell products under the Compaq
brand, but is unable to predict the effect the changes in brand name and sales
channel could have on sales to Compaq or to Compaq's customers. The Company is
currently in discussions with Compaq concerning changes in the terms of the
contract governing their relationship.
<TABLE>
<CAPTION>
===========================================================================================================================
(in millions) 2ND QUARTER 4TH QUARTER 2ND QUARTER
1999 1998 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Order backlog $ 32.3 $ 30.2 $ 40.8
Change: 2nd Quarter of 1999 compared to
Amount 2.1 (8.5)
Percentage 7.0 % (20.8) %
===========================================================================================================================
</TABLE>
The decrease in order backlog from the 1998 second quarter primarily reflects a
change in contract mix for ESSC, partially offset by an increase in DSC backlog
due to new products. The increase in backlog from the fourth quarter of 1998 is
principally due to an increase in ESSC on-site backlog related to a new
contracts. This increase was partially offset by a decrease in DSC's product
backlog. The Company's backlog as of any particular date should not be the sole
measurement used in determining sales for any future period.
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<TABLE>
<CAPTION>
====================================================================================================================================
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- ------------------------------------
2ND QTR. 2ND QTR. 2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998 1999 CHANGE 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gross margin - Enterprising Service Solutions $ 6.4 $ 4.0 $ 2.4 $ 12.0 $ 5.6 $ 6.4
Gross margin - Document Solutions 17.4 (3.6) 21.0 35.7 (8.7) 44.4
----------- ----------- ---------- ---------- ----------- ----------
Total gross margin $ 23.8 $ 0.4 $ 23.4 $ 47.7 $ (3.1) $ 50.8
----------- ----------- ---------- ---------- ----------- ----------
As a % of revenue 23.3 % 20.8 % 23.2 % 21.7 %
====================================================================================================================================
</TABLE>
Gross margin, as a percent of revenue, increased from 20.8% in the second
quarter of 1998 to 23.3% in the second quarter of 1999. As a percent of revenue,
gross margin for DSC declined to 26.1% in the second quarter of 1999 from 28.1%
in the second quarter of 1998. DSC's gross margin percentage decrease was
basically the result of a change in sales mix with a reduction in supply sales,
the higher than normal sales of pass though products at very low margin and the
weak EURO in Europe. For ESSC, gross margin increased from 6.3% for the second
quarter of 1998 to 18.2% for 1999. The gross margin improvement was principally
the result of better operating efficiencies in both off-site and on-site service
in the U.S.
For the first six months of 1999, gross margin as a percent of revenue,
increased from 21.7% in 1998 to 23.6% in 1999. DSC's gross margin was lower by
1.6% due to the reasons mentioned above. ESSC's gross margin was higher by 7.5%
principally due to the better operating efficiencies in the U.S.
<TABLE>
<CAPTION>
======================================================================================================================
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- --------------------------------------
2ND QTR. 2ND QTR. 2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998 1999 CHANGE 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating expenses:
Selling, general and
administrative $ 18.7 $ (3.1) $ 21.8 $ 38.5 $ (3.6) $ 42.1
Engineering, research and
product development 4.3 0.2 4.1 8.4 0.0 8.4
Write-off of goodwill (15.0) 15.0 (15.0) 15.0
----------- ----------- ---------- ---------- ----------- ----------
Total $ 23.0 $ (17.9) $ 40.9 $ 46.9 $ (18.6) $ 65.5
As a % of revenue 22.5 % 36.5 % 23.2 % 28.0 %
======================================================================================================================
</TABLE>
The decrease of $17.9 million in operating expenses from the second quarter of
1998 was primarily a result of a write-off of goodwill in 1998 and cost controls
implemented in 1999. This decrease was partially offset by higher benefit costs
and depreciation related to the Company's new business systems.
The decrease in operating expenses for the first six months of 1999 as compared
to 1998 was a one-time write-off of goodwill in 1998, lower marketing expenses
in ESSC due to adjustments to the sales force in early 1998 after the
acquisition of Novadyne Computer Systems in late 1997 and cost controls
implemented in 1999. This decrease was partially offset by consulting expenses
related to the amending of the Company's credit agreement with NationsBank of
Texas, N.A., increased benefit costs, and higher depreciation expenses related
to the Company's new business systems.
PAGE 11
<PAGE> 12
<TABLE>
<CAPTION>
======================================================================================================================
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- --------------------------------------
2ND QTR. 2ND QTR. 2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998 1999 CHANGE 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest expense, net $ 2.9 $ 0.2 $ 2.7 $ 5.6 $ 0.3 $ 5.3
Percentage change 7.4 % 5.7 %
======================================================================================================================
</TABLE>
Interest expense increased $0.2 million in the second quarter of 1999 compared
to the same period a year ago due to costs associated with the Company's
amendment to its credit agreement. Debt levels did not differ significantly
compared to the second quarter of 1998. Interest expense is expected to remain
at the second quarter level through the third quarter of 1999 due to
amortization of bank fees from the amendment of the Company's credit agreement
(see "Banking Arrangements"). Interest expense for the first six months of 1999
was $0.3 million higher than the same period in 1998 due to the bank fees
mentioned above.
<TABLE>
<CAPTION>
==============================================================================================================================
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------------------- ---------------------------------------------------
2ND QTR. 2ND QTR. 2ND QTR. 2ND QTR.
(in millions) 1999 CHANGE 1998 1999 CHANGE 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income tax benefit $ (0.1) $ 5.4 $ (5.5) $ 0.0 $ 5.4 $ (5.4)
Effective tax rate 4.7% 27.0% 0.0% 27.0%
==============================================================================================================================
</TABLE>
During the second quarter of 1999, the Company fully reserved the domestic
deferred tax assets created as the result of the Company's current operating
loss consistent with its review at the end of 1998 of the recoverability of its
deferred tax assets. The recorded tax benefit was related to foreign losses,
partially offsetting earlier foreign income tax expense. During the second
quarter of 1998, the tax rate was affected by the anticipated partial
utilization of fully reserved foreign operating losses and the tax benefits
associated with the goodwill write-off. For the first six months of 1999,
deferred tax assets were fully reserved compared to 1998 when a tax benefit was
recorded related to the write-off of goodwill.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
====================================================================================================================================
SIX MONTHS ENDED
-------------------------------------------------------------------------
(in millions) 2ND QTR. 2ND QTR.
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided by operations $ 16.1 $ 4.2
Cash used in investing activities (8.4) (13.7)
Cash (used in) provided by financing activities (4.4) 11.6
====================================================================================================================================
</TABLE>
PAGE 12
<PAGE> 13
<TABLE>
<CAPTION>
=======================================================================================================
(in millions) 2ND QUARTER 4TH QUARTER
1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Working capital $ 69.5 $ 75.4
Inventories 49.5 59.6
Debt obligations 108.6 112.9
Debt to equity ratio 5.2 to 1 4.6 to 1
=======================================================================================================
</TABLE>
Cash provided by operations was $16.1 million for the first six months of 1999
compared to $4.2 million in the first half of 1998. The increase in cash from
operations was principally due to the decreases in inventory and accounts
receivable partially offset by the Company's operating loss. The Company's
working capital decreased $5.9 million as of July 4, 1999, as compared to
January 3, 1999 due primarily to the following: a $10.1 million decrease in
inventory resulting from the Company's inventory reduction program; a $6.2
million decrease in accounts payable; a $7.8 million decrease in trade and other
accounts receivable directly related to the Company's lower revenue, and a $3.3
million increase in cash, primarily in Europe. Debt decreased from December
1998. This decrease was required as the Company's borrowing base relating to the
revolving credit line declined with the reductions to inventory and accounts
receivable. This reduction of borrowing base was partially offset by a liquidity
facility available in April 1999. In early April, the Company drew on its new
liquidity facility to fund current liabilities (see "Banking Arrangements").
Debt to equity ratio improved slightly over year-end. The Company had $1.6
million available on its revolving credit facility as of July 4, 1999.
BANKING ARRANGEMENTS
The Company has credit facilities with Bank of America, N.A., as agent for a
group of lenders. When put in place in early 1996, maximum availability under
the credit facilities was $75 million. The commitments under the facilities were
increased to $125 million in late 1997. As of the end of the second quarter of
fiscal 1999, the commitments had decreased to $116 million. Loans under this
agreement have been used to fund operations, capital expenditures, and
acquisitions. These facilities are secured by substantially all of the Company's
assets. They are comprised of two term loans aggregating $55 million, with
maturity dates in 2002 and 2004, and a revolving credit line of $70 million (now
reduced to $61 million) maturing in September, 2002. Connected to the facilities
is an interest rate swap which fixes the interest rate on approximately $37.5
million of the facility at approximately 8.5%. The interest rate on the balance
of the facility is based on LIBOR plus a certain percentage based on Company
performance.
In 1998, the Company and the lender group amended the facilities several times .
These amendments were necessary because the Company was unable to meet certain
of the financial covenants in the agreement and required adjustments to the
agreement to allow the Company to increase availability under the existing
credit line for working capital purposes. The amendments included adjusting the
financial covenants until the end of 1998, limiting capital expenditures to a
maximum of $27 million for 1998, adjusting borrowing base percentages through
February 15, 1999 (allowing the Company increased borrowing ability) and
adjusting the interest rate upwards 1.50% on the incremental increased borrowing
against the higher base.
In February 1999, a further amendment to the credit agreement took effect. This
amendment retained the increased borrowing base percentages through April 5,
1999. The Company also pledged 65% of the shares in the Company's Canadian
subsidiary as additional collateral.
On April 2, 1999, an additional amendment ("Amendment 7") to the credit
agreement was put in place. It extended the increased borrowing base percentages
until June 2000 and changed the financial covenants relating to
PAGE 13
<PAGE> 14
1) minimum earnings before charges for interest, state, federal and municipal
income taxes, depreciation, and amortization ("EBITDA"), 2) minimum net worth
requirements, and 3) 1999 capital expenditures, which were limited to
approximately $19 million. The lenders also made available an additional $10
million for short term liquidity purposes. This amount, to the extent borrowed,
is due on September 30, 1999 or the due date can be extended at the Company's
option on a quarterly basis for a fee of 0.5% of the liquidity facility
outstanding. The interest rate on the revolver and the additional $10 million is
3.5% above LIBOR on Eurodollar loans. The Company drew $10 million on the
liquidity facility in April 1999.
As consideration for Amendment 7, the Company agreed to pay an amendment fee of
$1.2 million upon the earlier of the prepayment in full of the credit facilities
or the acceleration of the Company's obligations to repay the loans. This fee
has been accrued. The Company has also agreed to pay a continuation fee on the
last day of each fiscal quarter beginning with the fourth quarter of fiscal year
1999 until the obligations are paid. The continuation fee is 0.5% of all
obligations outstanding on the last day of each such fiscal quarter. As further
consideration, the Company pledged 65% of the shares in several foreign
subsidiaries as additional collateral. The lenders also received warrants to
purchase one million shares of GENICOM common stock at $1.94 per share. The
warrants are callable through March 31, 2000 under certain conditions and cannot
be exercised before then. Amendment 7 reduced the lenders' revolving credit
commitments to $62 million at the end of the first fiscal quarter of 1999, $61
million at the end of the second fiscal quarter of 1999, $58 million at the end
of the third fiscal quarter of 1999, and $52 million at the end of fiscal 1999.
The amount outstanding under the revolver and liquidity facility at July 4, 1999
was $58.7 million. The Company was in compliance with the financial covenants in
the credit facility at the end of the second quarter and has timely paid all
interest and principal payments due under the credit facilities through July
1999.
Based on its current third quarter projections, the Company is unable to
determine that it will be in compliance with its minimum monthly EBITDA
requirements for each month of the third quarter. If this noncompliance were to
occur, the Company would seek a waiver of the requirement from the lender
group. The Company cannot predict whether, or on what terms, the lender group
would grant such a waiver. During the second quarter, the Company generated
cash from the conversion of accounts receivable and inventory to cash and
depreciation and amortization exceeding capital expenditures. This cash was
used to fund the Company's continuing losses and pay down outstanding debt.
Continued losses and an absence of lender support, could cause liquidity issues
for the Company in the future. Inability of the Company to reach agreement with
the lender group on a covenant noncompliance waiver, if one is required, or the
liquidity issues could have a material adverse effect on the Company.
YEAR 2000
GENICOM is taking an active approach to address computer issues associated with
the onset of the new Millennium - specifically, the impact of the possible
failure of computer systems and computer driven equipment due to the digit
rollover to the year 2000. The Year 2000 problem is pervasive and complex as
virtually every IT and non-IT system could be affected in some way by the
rollover of the two-digit year value from 99 to 00. The issue is whether
computer systems or embedded technology will properly recognize date sensitive
information when the year changes to 2000. IT and non-IT systems that do not
properly recognize such information could generate erroneous data or cause
failures.
If not properly addressed, the Year 2000 problem could result in failures in
Company computer systems or items with embedded systems, or the computer systems
or equipment of third parties with whom the Company deals worldwide. Any such
failures of the Company's and/or third parties' IT and non-IT systems could have
a material impact on the Company's ability to conduct business.
Since 1996, the Company has been identifying and seeking to minimize its
exposure to the Year 2000 problem. In 1996, the Company began expending
significant funds under contracts with EDS to replace the majority of its
internal computer system. During this process, the Company has required third
party vendors to make representations that the components of the new systems and
related software are Year 2000 compliant. The replacement equipment is scheduled
to be completely installed and tested by early December 1999. The Company is
currently on schedule related to the installation. As a result, the Company does
not anticipate Year 2000
PAGE 14
<PAGE> 15
problems with its internal systems. The approximately $18-$20 million cost of
the replacement system is being capitalized by the Company. The Company has
incurred approximately $17.2 million through July 4, 1999 associated with this
replacement system.
Management has also considered whether the Year 2000 problem will affect the
products or services provided by the Company to its customers. Because the
Company's printer products do not contain date sensitive embedded software and
do not manipulate, calculate, convert, compare, sequence or present any date
data, these products should not present Year 2000 compliance issues. The Company
does, through its Enterprising Service Solutions company, resell and install
computer software that could be susceptible to Year 2000 problems. The Company's
practice is to disclaim responsibility for Year 2000 compliance relating to
third party software.
At this time, GENICOM is actively working to ensure that foreseeable Year 2000
computer problems related to Company computer systems and products are
effectively addressed. The Company does not expect that the commitment of
resources to study and correct internally any Year 2000 problems to result in
the delay of its projects or product development.
The Company has generally completed reviewing vendor and customer compliance as
well as items that may be affected by embedded systems such as manufacturing and
telephone equipment. The review included inquiries of vendors and customers
related to their Year 2000 compliance. As a result of this review, the Company
believes no material expenditures will be required at this time related to
customer and vendor compliance.
The Company cannot estimate or predict the potential adverse consequences, if
any, that could result from a third party failure to effectively address this
issue or failure of certain equipment and is unable to predict if those parties'
noncompliance or equipment failure will have a material adverse effect on
earnings.
EURO CONVERSION
On January 1, 1999, the exchange rates of eleven countries (Germany, France, the
Netherlands, Austria, Italy, Spain, Finland, Ireland, Belgium, Portugal, and
Luxembourg) were fixed among one another and became the currencies of the EURO.
The individual currencies of the eleven countries will remain in circulation
until mid-2002. The EURO currency will be introduced on January 1, 2002. The
Company does not expect future balance sheets and statements of earnings and
cash flows to be materially impacted by the EURO conversion.
FORWARD LOOKING INFORMATION
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, Western European
and Asian markets, the anticipation of growth of certain market segments and the
positioning of the Company's products and services in those segments, certain
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, the
Company's cash needs, GENICOM's ability to attract and 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.
PAGE 15
<PAGE> 16
Item 3. Market Risk
The Company is exposed to the impact of interest rate and foreign currency risk.
In the normal course of business, the Company employs established policies and
procedures to manage its exposure to changes in interest rates and fluctuations
in the value of foreign currencies using a variety of financial instruments.
The Company's objective in managing its exposure to interest rate changes is to
limit the impact of interest rate changes on earnings and cash flows and to
lower its overall borrowings costs. To achieve its objectives, the Company
primarily uses an interest rate swap to manage net exposure to interest rate
changes related to its credit facility.
International revenues from the Company's foreign subsidiaries were
approximately 34% of total revenue. International sales are made mostly from the
Company's foreign subsidiaries in their respective countries and are typically
denominated in the local currency of each country. These subsidiaries also incur
most of their expenses in the local currency. Accordingly, all foreign
subsidiaries use the local currency as their functional currency.
The Company's international business is subject to risks typical of an
international business including, but not limited to, differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
the Company's future results could be materially adversely impacted by changes
in these or other factors.
The Company's exposure to foreign exchange rate fluctuations arises in part from
intercompany accounts in which costs incurred in the United States are charged
to the Company's foreign subsidiaries. The Company is also exposed to foreign
exchange rate fluctuations as the financial results of foreign subsidiaries are
translated into U.S. dollars in consolidation. As exchange rates vary, those
results, when translated, may vary from expectations and adversely impact
overall expected profitability.
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 May 19, 1999.
c) At said annual meeting, stockholders elected the Company's four
directors, amended the Company's 1997 Stock Option Plan, and approved the
appointment of PricewaterhouseCoopers L.L.P. as the Company's independent
accountants.
PAGE 16
<PAGE> 17
Directors
<TABLE>
<CAPTION>
Director Votes for Withheld Broker Non-Votes
<S> <C> <C> <C>
Don E. Ackerman 8,992,425 50,377 0
John Hill 8,995,039 47,763 0
Abraham Ostrovsky 8,995,039 47,763 0
Paul T. Winn 8,991,000 51,802 0
</TABLE>
Stock Option Plan
<TABLE>
<CAPTION>
Abstentions or
Votes for Votes against Broker Non-Votes
--------- ------------- ----------------
<S> <C> <C>
2,404,072 1,090,325 5,548,405
</TABLE>
Accountants
<TABLE>
<CAPTION>
Abstentions or
Votes for Votes against Broker Non-Votes
--------- ------------- ----------------
<S> <C> <C>
8,742,069 236,793 63,939
</TABLE>
Item 5. Other Information:
Not applicable
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------------------- ------------------------------------------------------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
Not applicable
PAGE 17
<PAGE> 18
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.
<TABLE>
<S> <C>
GENICOM Corporation
---------------------------------------------------
Registrant
Date: August 18, 1999
/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)
</TABLE>
PAGE 18
<PAGE> 19
GENICOM CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999
<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>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-02-2000
<PERIOD-START> APR-05-1999
<PERIOD-END> JUL-04-1999
<CASH> 8,228
<SECURITIES> 0
<RECEIVABLES> 83,655
<ALLOWANCES> (5,141)
<INVENTORY> 49,517
<CURRENT-ASSETS> 149,725
<PP&E> 102,634
<DEPRECIATION> (56,850)
<TOTAL-ASSETS> 215,618
<CURRENT-LIABILITIES> 80,225
<BONDS> 0
0
0
<COMMON> 116
<OTHER-SE> 20,687
<TOTAL-LIABILITY-AND-EQUITY> 215,618
<SALES> 129,833
<TOTAL-REVENUES> 202,504
<CGS> 94,134
<TOTAL-COSTS> 154,810
<OTHER-EXPENSES> 46,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,615
<INCOME-PRETAX> (4,805)
<INCOME-TAX> 13
<INCOME-CONTINUING> (4,818)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,818)
<EPS-BASIC> (0.41)
<EPS-DILUTED> (0.41)
</TABLE>
