-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXu5cEz5RM+LyVDiqLV4xm9a4SzK/hCyEQlTXdNwqqful2oKtazpc1/+QQARuJ1f 7Ns5klzz1KQJOi7IljGE+Q== 0000950133-97-001829.txt : 19970515 0000950133-97-001829.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950133-97-001829 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970330 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENICOM CORP CENTRAL INDEX KEY: 0000766738 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 510271821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14685 FILM NUMBER: 97603400 BUSINESS ADDRESS: STREET 1: 14800 CONFERENCE CNTR DR STREET 2: STE 400 WESTFIELDS CITY: CHANTILLY STATE: VA ZIP: 22021-3806 BUSINESS PHONE: 7038029200 10-Q 1 GENICOM CORPORATION FORM 10-Q. 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 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. ================================================================================ 2 FORM 10-Q INDEX PART I - FINANCIAL INFORMATION 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
PAGE 2 3 PART I. - FINANCIAL INFORMATION Item 1. Financial Statements GENICOM CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
MARCH 30, DECEMBER 29, (In thousands, except share data) 1997 1996 ------------- ------------- (UNAUDITED) 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 ============= =============
The accompanying notes are an integral part of these financial statements. PAGE 3 4 GENICOM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
THREE MONTHS ENDED, MARCH 30, MARCH 31, (In thousands, except per share data) 1997 1996 ---------- ---------- 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 ========== ==========
The accompanying notes are an integral part of these financial statements. PAGE 4 5 GENICOM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED, MARCH 30, MARCH 31, (In thousands) 1997 1996 ------------ ------------ 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 ============ ============
The accompanying notes are an integral part of these financial statements PAGE 5 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:
MARCH 30, DECEMBER 29, 1997 1996 ---------- ------------ Raw Materials $ 12,359 $ 9,105 Work in process 2,780 3,383 Finished goods 37,639 34,459 ---------- ------------ $ 52,778 $ 46,947 ========== ============
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.
THREE MONTHS ENDED ---------------------------- MARCH 30, MARCH 31, 1997 1996 ---------- ---------- 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 ========== ==========
PAGE 6 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.
Three Months Ended Three Months Ended March 30, 1997 March 31, 1996 ----------------------- ---------------------- 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 ----------------------- ----------------------
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 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 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 10 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition: RESULTS OF OPERATIONS
=============================================================================================== ================================== (in millions) 1ST QUARTER 1ST QUARTER 1997 CHANGE 1996 - ----------------------------------------------------------------------------------------------- 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 % ===============================================================================================
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.
============================================================================================ (in millions) 1ST QUARTER 4TH QUARTER 1ST QUARTER 1997 1996 1996 - -------------------------------------------------------------------------------------------- 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 % ============================================================================================
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.
================================================================================================ ==================================== (in millions) 1ST QUARTER 1ST QUARTER 1997 CHANGE 1996 - ------------------------------------------------------------------------------------------------ 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 % ================================================================================================
PAGE 10 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.
======================================================================================== ===================================== (in millions) 1ST QUARTER 1ST QUARTER 1997 CHANGE 1996 - ---------------------------------------------------------------------------------------- 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 % ========================================================================================
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.
========================================================================================== ======================================= (in millions) 1ST QUARTER 1ST QUARTER 1997 CHANGE 1996 - ------------------------------------------------------------------------------------------ Interest expense, net $ 1.4 $ 0.2 $ 1.2 Percentage change 16.7 % ==========================================================================================
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.
========================================================================================== ======================================= (in millions) 1ST QUARTER 1ST QUARTER 1997 CHANGE 1996 - ------------------------------------------------------------------------------------------ Income tax expense $ 0.4 $ 0.0 $ 0.4 Effective tax rate 14.1% 20.3% ==========================================================================================
PAGE 11 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
================================================================================================= (in millions) 1ST QUARTER 1ST QUARTER 1997 1996 - ------------------------------------------------------------------------------------------------- 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) =================================================================================================
================================================================================================= (in millions) 1ST QUARTER 4TH QUARTER 1997 1996 - ------------------------------------------------------------------------------------------------- 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 =================================================================================================
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 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
NUMBER DESCRIPTION ------------- ---------------------------------------------------------------------------------- 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.
PAGE 13 14 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
PAGE 14 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 16 GENICOM CORPORATION AND SUBSIDIARIES INDEX TO EXHIBITS TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 30, 1997
EXHIBIT NUMBER DESCRIPTION PAGE - -------------- ---------------------------------------------------------------------- ---------------------- 27.1 Financial Data Schedule Filed only with EDGAR version
E - 1 EX-27.1 2 FINANCIAL DATA SCHEDULE.
5 3-MOS DEC-28-1997 DEC-30-1996 MAR-30-1997 1,944 0 66,630 (3,265) 52,778 9,495 91,912 (66,679) 187,601 87,209 0 0 0 110 39,900 187,601 65,634 96,345 44,956 72,380 19,712 0 1,373 2,930 413 2,517 0 0 0 2,517 0.21 0.21
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