UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10281
Smith Corona Corporation
(Exact name of registrant as specified in its charter)
Delaware 51-0286862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
839 Route 13 South, Cortland, New York 13045
(Address of principal executive offices) (Zip Code)
(607) 753-6011
(Registrant's telephone number, including area code)
65 Locust Avenue, New Canaan, Connecticut 06840
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Outstanding at
Class February 10, 1997
Common Stock, par value $.01 30,250,000
per share
SMITH CORONA CORPORATION AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - December 31, 1996
and June 30, 1996 1
Consolidated Statements of Operations - For the
three and six months ended December 31, 1996
and 1995 2
Consolidated Statement of Changes in Stockholders'
Equity - For the six months ended December 31, 1996 3
Consolidated Statements of Cash Flows - For the
six months ended December 31, 1996 and 1995 4
Notes to Consolidated Financial Statements 5-16
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 17-22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Exhibit Index
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
<S> <C> <C>
ASSETS (audited)
Current assets:
Cash and cash equivalents $ 29,257 $ 29,929
Accounts receivable (net of allowance
for doubtful accounts of $751 and
$1,576, respectively) 18,495 17,185
Inventories 13,905 16,873
Prepaid expenses and other current
assets 3,697 4,754
Total current assets 65,354 68,741
Property, plant and equipment, net 11,068 12,639
Other assets 2,451 2,492
TOTAL $ 78,873 $ 83,872
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 3,842 $ 3,569
Accrued liabilities 10,707 10,353
Income taxes payable 640 702
Total current liabilities 15,189 14,624
Liabilities subject to compromise 57,107 60,120
Total liabilities 72,296 74,744
Stockholders' equity:
Common stock-30,250,000 shares issued
and outstanding 303 303
Additional paid-in capital 44,697 44,697
Accumulated deficit (38,423) (35,872)
Total stockholders' equity 6,577 9,128
TOTAL $ 78,873 $ 83,872
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net sales $ 22,463 $ 36,303 $ 43,449 $ 69,766
Cost of goods sold 16,351 35,399 33,408 64,859
Gross margin 6,112 904 10,041 4,907
Selling, administrative
and research expenses 5,833 7,812 7,217 14,567
Reorganization costs 3,083 2,848 5,208 6,057
Restructuring expense(income) - 223 - (1,301)
Other expense (income) (197) (1,511) 150 (1 096)
Operating loss (2,607) (8,468) (2,534) (13,320)
Interest expense (income) (4) 198 (9) 600
Loss before income taxes (2,603) (8,666) (2,525) (13,920)
Income taxes (benefit) 33 (30) 26 145
Net loss $(2,636) $(8,636) $(2,551) $(14,065)
Earnings per common share-
Net loss per share $(.08) $(.29) $(.08) $(.47)
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the six months ended December 31, 1996
($ in thousands)
<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated
Stock Capital Deficit Total
<S> <C> <C> <C> <C>
Balance June 30, 1996 $303 $44,697 $(35,872) $ 9,128
Net loss - - (2,551) (2,551)
Balance December 31, 1996 $303 $44,697 $(38,423) $ 6,577
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
Six months ended
December 31,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,551)$(14,065)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,914 2,966
(Gain) loss on disposition of
property, plant and equipment (458) 223
Inventory provisions 1,102 3,524
Pension curtailment gain (3,394) (1,524)
Other noncash items (132) 372
Changes in assets and liabilities:
Accounts receivable (1,310) 1,175
Inventories 1,866 24,100
Prepaid expenses and
other current assets 1,057 (1,731)
Other assets 32 16
Trade payables 405 (5,987)
Accrued liabilities and income taxes
payable 292 (596)
Postretirement benefits and pension
liability - 577
Other long-term liabilities - 114
Net cash provided by (used in)
operating activities (1,177) 9,164
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property,
plant and equipment 466 1,389
Capital expenditures (342) (105)
Net cash provided by
investing activities 124 1,284
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank loans (repayments), net - (11,600)
Liabilities subject to compromise 381 -
Net cash provided by (used in)
financing activities 381 (11,600)
Decrease in cash and cash equivalents (672) (1,152)
Cash and cash equivalents:
Beginning of period 29,929 7,003
End of period $29,257 $ 5,851
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
($ in thousands, except per share amounts)
NOTE 1 - PETITION FOR REORGANIZATION UNDER CHAPTER 11 AND BASIS
OF PRESENTATION
On July 5, 1995 (the "Petition Date"), Smith Corona Corporation
(the "Company") filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). On August 18, 1995, SCM
Office Supplies, Inc., SCC LI Corporation (formerly known as
Histacount Corporation) and Hulse Manufacturing Company, all
wholly-owned nonoperating subsidiaries of the Company
(collectively, the "Nonoperating Subsidiaries"), filed Chapter 11
petitions. On October 31, 1996, Smith Corona Overseas Holdings,
Inc., SCM Inter-American Corporation and SCM (United Kingdom)
Limited, all wholly-owned domestic subsidiaries (the "Wholly-
Owned Domestic Subsidiaries"), also filed Chapter 11 petitions.
(The petitions of the Company, the Nonoperating Subsidiaries and
the Wholly-Owned Domestic Subsidiaries are referred to herein
collectively as the "Bankruptcy Proceedings.") The primary
purpose of the October 31, 1996 filings, which had no effect on
operations, was to better protect corporate assets during the
reorganization period. The Bankruptcy Proceedings primarily
relate to all U.S. assets and operations and do not pertain to
the Company's international subsidiaries. Condensed
consolidating proforma financial information for the entities
included in the Bankruptcy Proceedings is presented in Note 9.
Since July 5, 1995, the Company has been operating as a debtor-
in-possession.
The consolidated financial statements have been presented in
accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7: "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code." The
consolidated financial statements have been prepared in
accordance with generally accepted accounting principles
applicable to a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal
course of business. Accordingly, the consolidated financial
statements do not reflect adjustments or provide for the
potential consequences of the Bankruptcy Proceedings. In
particular, the consolidated financial statements do not purport
to show (a) the realizable value of assets on a liquidation basis
or their availability to satisfy liabilities; (b) prepetition
liability amounts that may be allowed for claims or contingencies
or the status and priority thereof; (c) the effect of any changes
that may be made to the capitalization of the Company; or (d) the
effect of any changes that may be made in the Company's business
operations.
Due to the Bankruptcy Proceedings, substantially all claims
against the Company, prior to July 5, 1995, (and prior to August
18, 1995 for the three Nonoperating Subsidiaries and prior to
October 31, 1996 for the Wholly-Owned Domestic Subsidiaries) are
subject to the automatic stay provisions under the Bankruptcy
Code while the Company continues business operations as a debtor-
in-possession.
Liabilities recorded by the Company as of December 31, 1996 and
June 30, 1996, respectively, that are expected to be compromised
under any plan of reorganization consist of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
<S> <C> <C>
Trade payables $10,430 $10,417
Accrued liabilities 11,987 10,787
Income taxes payable 3,096 3,088
Postretirement benefits 12,394 12,497
Pension liability 13,485 17,681
Other long-term liabilities 5,715 5,650
Total(1) $57,107 $60,120
</TABLE>
(1) Excludes a net intercompany (receivable) payable in the
amount of $(1,506) and $24,637, respectively, to the
Company's subsidiaries not included in the Bankruptcy
Proceedings. If the Wholly-Owned Domestic Subsidiaries were
reflected as part of the June 30, 1996 amount, the net
intercompany (receivable) payable would have been a net
intercompany receivable of $(1,203).
The Company recorded reorganization costs relating to its
Bankruptcy Proceedings aggregating $5,208 for the six months
ended December 31, 1996. These charges include professional
fees, a provision for closing the New Canaan, Connecticut
headquarters and relocation of such headquarters to Cortland, New
York, and costs associated with the distribution of the Company's
Third Amended Second Joint Plan of Reorganization (the "POR") for
the solicitation of creditors, offset by interest income earned
on domestic cash balances of $623 and a purchase deposit
forfeiture of $500.
An administrator was appointed on August 2, 1995 for the
Company's wholly-owned subsidiary in Australia. The
Administrator was appointed as Liquidator on August 29, 1995.
Due to the liquidation, the Australian subsidiary's assets,
liabilities and operating results were removed from the
consolidated financial statements as of August 2, 1995 and the
Company had recorded in other expense (income) an estimated loss
on liquidation of approximately $415 and $291 in the first and
third quarters, respectively, of Fiscal 1996. On December 6,
1996, the Company received the final distribution of funds in the
liquidation of the Australian subsidiary which resulted in a
gain, recorded in other income, of approximately $157 during the
second quarter ended December 31, 1996. The Company has
established a distributor relationship in the Australian market
for the purpose of maintaining its distribution capacity.
At the Company's request, the Bankruptcy Court established a bar
date of October 31, 1995 for pre-petition claims against the
Company. The Bankruptcy Court also established an administrative
claims bar date of (i) October 18, 1996 for claims that occurred
on or before August 16, 1996 and (ii) the date which is 60 days
after the date of effectiveness of the POR (the "Effective Date")
for claims that occurred after August 16, 1996 and on or before
the Effective Date. A bar date is the date by which claims
against the Company must be filed if the claimants wish to
receive any distribution in the Bankruptcy Proceedings. The
Company has given notice to all known actual or potential
claimants subject to the October 31, 1995 and October 18, 1996
bar dates of their need to file a proof of claim with the
Bankruptcy Court. The Company is reconciling claims that differ
from the Company's records, and any differences that cannot be
resolved by negotiated agreements between the Company and the
claimant will be resolved by the Bankruptcy Court.
On January 27, 1997 the Bankruptcy Court entered a confirmation
order confirming the POR (the "Confirmation Order"). The
Confirmation Order is subject to satisfaction of certain
conditions precedent to the Effective Date, which the Company is
in the process of satisfying.
Under the POR, the Company intends to satisfy all allowed general
unsecured claims through the distribution to holders of such
claims of (i) the unsecured class cash of $10,780 (less any
amounts paid to holders of allowed convenience class claims
discussed below), and (ii) 85% of the reorganized company's
common stock. Each holder of an allowed general unsecured claim
will receive one share of the reorganized company's common stock
for each ten dollars in allowed claim value. The Company intends
to satisfy all allowed claims senior to allowed general unsecured
claims by the payment in full in cash or notes (as provided for
by the Bankruptcy Code) or the assumption of all such claims. In
addition, allowed convenience class claims (general unsecured
claims of one thousand five hundred dollars or less) shall
receive payment in cash in an amount equal to 60% of the amount
of such claim. Finally, registered holders of the Company's
currently outstanding Common Stock shall receive warrants to
purchase one share of common stock in the reorganized company for
each twenty shares of Common Stock of the Company.
Under the POR, the reorganized company plans to significantly
expand its product line, primarily by sourcing new products from
outside manufacturers. Such sourcing may, over time, include
entering into strategic alliances with third parties to provide
products or services. In that respect, the reorganized company
will focus its efforts on forging alliances with companies that
provide technologically advanced office products but presently do
not have a substantial United States market share or market
presence, and are intent on building or increasing market share
by selling their products under the well-known "Smith Corona"
name. The reorganized company intends to rely on its existing
distribution network to become a leading vendor of
technologically advanced office products. Further, the
reorganized company intends to maintain its core business of
manufacturing and distributing its current product line of
typewriters and personal word processors to satisfy continuing
worldwide demand for these products.
On an operational level, the reorganized company will continue
its business on a global basis with manufacturing operations in
Mexico and sales and marketing operations in the United States
and certain international markets. The reorganized company's
Mexico facility also plans to provide contract manufacturing
services to other equipment manufacturers ("OEMs") on a cost plus
basis, thereby defraying manufacturing overhead expenses.
Ideally, prospective OEMs may also form the basis for new product
strategic alliances. Additionally see Note 4 for a description
of the termination proceedings for the Defined Benefit Plans.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim consolidated financial statements,
although not necessarily indicative of results of operations for
the entire fiscal year, include all adjustments of a normal
recurring nature which are, in the opinion of management,
necessary for a fair presentation of the results for the periods
covered. They have been prepared by the Company without audit in
accordance with the instructions to Form 10-Q and should be read
in conjunction with the consolidated financial statements and the
notes thereto for the fiscal year ended June 30, 1996, as
contained in the Company's Annual Report on Form 10-K.
Certain reclassifications have been made to the prior year's
financial statements to conform with the fiscal 1997
presentation.
NOTE 3 - CONTINGENCIES
See Note 4 for a description of the termination proceedings for
the Defined Benefit Plans. See Note 1 for a description of the
Bankruptcy Proceedings.
Certain aspects of the Company's past handling and/or disposal of
hazardous substances have been the subject of investigation by
federal and state regulatory authorities, or have been the
subject of lawsuits filed by such authorities or by private
parties. At December 31, 1996 and June 30, 1996, the Company had
recorded liabilities of approximately $4,207 and $4,160,
respectively, related to environmental matters. Because of the
uncertainties associated with assessing environmental matters,
the related ultimate liability is not presently determinable.
However, based on facts presently known, management does not
believe that these investigations or lawsuits, if resolved
adversely to the Company, would individually or in the aggregate
have a material adverse effect on the Company's financial
position or results of operations.
The Company was the owner and operator of manufacturing
facilities in Groton, New York (the "Groton Site") and
Cortlandville, New York (the "Cortlandville Site" and, together
with the Groton Site, the "Owner/Operator Sites"). The Company's
liability, if any, at the Owner/Operator Sites stems from
groundwater contamination at the Cortlandville Site and soil
contamination at the Groton Site. Remediation programs at the
Owner/Operator Sites currently consist of round-the-clock pumping
and filtering (Cortlandville) or soil venting with a soil
infiltration injection system (Groton). The costs associated
with the respective programs had largely been paid by the Company
prior to the Petition Date. To the Company's knowledge, the only
future costs that will be associated with remediation of those
sites are for operation, maintenance, monitoring, shutdown, and
post-shutdown of the systems. Under the POR the reorganized
company will continue to be responsible for such costs. The
Company believes it has set aside adequate reserves for the
payment of expenses for the ongoing remediation programs at the
Groton and Cortlandville sites. Claims asserted by the New York
Department of Environmental Conservation ("DEC") in the Company's
bankruptcy proceedings for past and future costs at the Groton
and Cortlandville Sites, and at eight other sites, were resolved
by the Company and the State of New York on August 6, 1996 at
amounts that were not material to the Company's financial
results.
The Company was involved in proceedings with the DEC and the
Suffolk County Department of Health ("Suffolk DOH") regarding the
clean-up of a now-closed manufacturing facility in Melville, New
York (the "Melville Site"). The Company's wholly-owned
subsidiary SCC LI Corp., formerly known as Histacount, was a
lessee of the Melville Site beginning in June 1989, and sublessor
of the Site to HC Delaware Acquisition Corp., now known as
Histacount ("New Histacount"), beginning in November 1994. The
Company has never been an owner, operator, or lessee of the
Melville Site. On March 9, 1995, New Histacount, in
contemplation of vacating the facility, submitted to the DEC its
updated closure plan (the "Closure Plan") for the Melville Site
pursuant to the applicable law. The DEC approved the Closure
Plan on or about July 25, 1995 and, on August 12, 1995, SCC LI
Corp. terminated its lease. Accordingly, the property was
vacated and all operations at the Melville Site ceased. On June
27, 1996, O'Brien & Gere Engineers, Inc. prepared a scope of work
for the Melville Site that reflects agreements reached between
the Company and the DEC (the "Scope of Work"). The Company
proceeded to perform the testing and work specified in the Scope
of Work and, on November 21, 1996, the Company was granted a
final closure letter by the DEC.
In June 1992, the Company was served with a summons and complaint
in the United States District Court for the Northern District of
New York in a private contribution action, brought pursuant to
the Federal Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA"). The plaintiffs in this action are
Cooper Industries, Inc., Keystone Consolidated Industries, Inc.,
The Monarch Machine Tool Co., Niagara Mohawk Power Corporation
and Overhead Door Corporation. The action, which listed the
Company and fourteen other persons or entities as defendants,
seeks contribution or reimbursement for response costs incurred
to date, and to be incurred in the future, for the environmental
remediation of a site in Cortland, New York known as the Rosen
Site ("Rosen Site"). Claims concerning the Rosen Site have been
filed against the Company in the Bankruptcy Court by the United
States Environmental Protection Agency ("EPA"), the United States
Department of the Interior ("DOI"), the DEC, and certain
plaintiffs and defendants in the Cooper Industries action. The
Company has reached an agreement in principle with the EPA, DOI,
DEC, and Cooper Industries plaintiffs that, after a period of
notice and comment required by the EPA and approval by each of
the parties, will resolve those parties' claims concerning the
Rosen Site and will preclude the claims asserted by the Cooper
Industries defendants. This agreement resulted in a fiscal 1997
second quarter charge of $250.
The Company is also a defendant or plaintiff in various other
legal actions that have arisen in the ordinary course of its
business. It is the opinion of management that the ultimate
resolution of these matters and the environmental matters
discussed above will not have a material adverse effect on the
Company's financial position or results of operation.
NOTE 4 - PENSION PLAN TERMINATION
The Company sponsored and maintained two defined benefit pension
plans: (i) The Smith Corona Corporation Hourly Employees'
Retirement Plan and SCM Office Supplies, Inc. Salaried Employees'
and Hourly Employees' Retirement Plan, as amended and restated as
of December 31, 1995; and (ii) the Smith Corona Corporation
Salaried Employees' Retirement Plan, as amended and restated as
of January 1, 1994 (collectively, the "Defined Benefit Plans").
Employees do not contribute to the Defined Benefit Plans.
On August 6, 1996, the Company decided to discontinue future
benefit accruals under the Defined Benefit Plans as of September
1, 1996 and to seek termination of the Defined Benefit Plans as
of October 6, 1996. On August 7, 1996, pursuant to applicable
Federal law and regulations, the Company caused a Notice of
Intent to Terminate to be issued to affected parties under the
Defined Benefit Plans. The freezing of benefit accruals resulted
in a $3,394 curtailment gain recorded in selling, administrative
and research expenses during the three months ended September 30,
1996.
On August 23, 1996, the Company filed with the Bankruptcy Court a
Motion for Approval of Distress Termination of Pension Plans (the
"Termination Motion"). Among other things, the Termination
Motion asked the Bankruptcy Court to find that the Company met
the standards for distress termination of the Defined Benefit
Plans, to approve such a termination pursuant to applicable
statutes and regulations, and to determine the claims of the
Pension Benefit Guaranty Corporation (the "PBGC"), if any,
arising from such a termination.
The PBGC opposed termination of the Defined Benefit Plans. On
September 5, 1996, the PBGC filed in the Bankruptcy Court claims
for minimum funding contributions and for unfunded benefit
liabilities. The PBGC stated that its claims against the Company
and its subsidiaries upon termination of the Defined Benefit
Plans would total approximately $26,000. On October 31 and
November 1, 1996, the Company, the Nonoperating Subsidiaries, the
Official Committee of Unsecured Creditors and the PBGC presented
evidence in the Bankruptcy Court on the question of whether the
Company and the Nonoperating Subsidiaries had met applicable
statutory tests for distress termination of the Defined Benefit
Plans. The Bankruptcy Court reserved decision.
On December 17, 1996, the Company and the PBGC executed a
settlement agreement whereby the Company withdrew its application
with the PBGC to terminate the Smith Corona Corporation Salaried
Employees' Retirement Plan (the "Salaried Plan"), withdrew its
Bankruptcy Court motion to terminate the Salaried Plan, and
notified participants and beneficiaries that the Salaried Plan
will continue on a frozen basis, i.e., no future benefits for
plan participants will be earned. The agreement between the
Company and the PBGC also provided that the Company promptly
complete its distress termination filing with the PBGC with
respect to the Smith Corona Corporation Hourly Employees'
Retirement Plan and SCM Office Supplies, Inc. Salaried Employees'
and Hourly Employees' Retirement Plan (the "Hourly Plan").
Termination of the Hourly Plan resulted in the PBGC receiving an
allowed general unsecured claim in the Bankruptcy Proceedings of
$8,300. Upon final court approval, obtained on January 22, 1997,
all PBGC claims with respect to the Salaried and Hourly Plans,
except the $8,300 general unsecured claim, were withdrawn and the
PBGC's objection to confirmation of the Company's POR also was
withdrawn.
NOTE 5 - INVENTORIES
A summary of inventories, by major classification and net of
reserves, is as follows:
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
<S> <C> <C>
Raw materials and work-in-process $ 4,888 $ 6,180
Finished goods 9,017 10,693
Total $13,905 $16,873
</TABLE>
NOTE 6 - RESTRUCTURING COSTS
Over the past few years, the Company has faced intense
competition from foreign producers. On May 8, 1995 the Company
announced a major restructuring whereby the Company's typewriter
manufacturing would be relocated from its Singapore and Batam
Island, Indonesia facilities to its Mexico facility. This action
resulted in the termination of approximately 1,300 workers in
Singapore and Batam Island. Original expectations were to
replace these workers with approximately 600 additional workers
in Mexico which would have resulted in approximately $10,000
pretax annual savings, primarily through lower labor costs as
well as the greater utilization of the Mexico facility. However,
due to lower than expected volumes, fewer replacement workers
have been hired. The Company ceased production in Singapore and
Batam Island, Indonesia in November 1995, and relocated equipment
to Mexico where typewriter production commenced in December 1995.
The Company sold certain of its Singapore machinery and equipment
for proceeds of approximately $2,333 resulting in a loss of
approximately $1,489 which was accrued as part of the Fiscal 1995
restructuring charge. Additionally, the Company sold its
Singapore facility and the underlying land lease on February 8,
1996 for net proceeds of approximately $21,041. The sale of the
facility resulted in a pretax gain of approximately $17,755 and
was included in restructuring income for the third quarter of
Fiscal 1996.
In addition to the relocation of typewriter manufacturing to
Mexico, the Company also eliminated approximately 180 support
positions within research and development, finance, service,
distribution, selling and marketing areas in both its Cortland,
New York and New Canaan, Connecticut locations (collectively the
"Restructuring"). Approximately $10,000 in additional annual
pretax savings were realized from elimination of these support
positions. These reductions were completed by the end of the
first quarter of Fiscal 1996 and resulted in a pension
curtailment gain of approximately $1,524 included in
restructuring income for the second quarter of fiscal 1996.
As a result of these actions, the Company recorded a pretax
charge of approximately $14,870 in the fourth quarter of Fiscal
1995, of which approximately $1,877 represented primarily non-
cash machinery and equipment asset write-offs, and the remainder
related to employee severance. Additionally, certain costs,
primarily relating to the shutdown of Singapore operations, of
approximately $1,622 pretax (originally expected to be
approximately $6,000 pretax), were recognized as charges to
operations as incurred during Fiscal 1996 as they do not qualify
as restructuring costs.
The activity for the six months ended December 31, 1996 in
the restructuring accrual is as follows:
<TABLE>
<CAPTION> Other
Severance Costs Total
<S> <C> <C> <C>
June 30, 1996 balance $ 4,685 $ 320 $ 5,005
1997 Activity (1) - (41) (41)
December 31, 1996
balance $ 4,685 $ 279 $ 4,964
</TABLE>
(1) Represents cash payments for liquidation of Singapore
operations.
The remaining severance amount of $4,685 and other costs amount
of $279 are reflected on the December 31, 1996 consolidated
balance sheet as liabilities subject to compromise.
NOTE 7 - CASH FLOWS
There were no borrowings or repayments under the Company's credit
facility for the six months ended December 31, 1996. However,
aggregate borrowings amounted to $1,291,100 for the six months
ended December 31, 1995, while aggregate repayments were
$1,302,700 for the same period.
NOTE 8 - BANK LOANS
On July 10, 1995, the Company entered into a Debtor-In-Possession
Credit Agreement (the "Debtor-In-Possession Credit Agreement")
with its lenders which was approved by the Bankruptcy Court on
August 2, 1995. Proceeds from the Debtor-In-Possession Credit
Agreement were used to repay amounts outstanding under the
Company's Amended and Restated Credit Agreement dated April 7,
1995 (the "Amended and Restated Credit Agreement") under which
the Company was, as of June 30, 1995, in technical default. The
Debtor-In-Possession Credit Agreement, as amended, provides for
extensions of revolving credit loans, term loans and letters of
credit, limited to a percentage of eligible receivables and
inventories, in an amount not to exceed $24,000 through June 30,
1996 and $10,000 from June 30, 1996 through the termination date
of March 31, 1997 or the Effective Date, whichever is earlier.
The lenders have retained the right to terminate the loans under
the Debtor-In-Possession Credit Agreement with 60 days notice at
their sole discretion. Interest is 2 percent over the greatest
of the Prime Rate, Base CD Rate plus 1 percent or Federal Funds
Effective Rate plus .5 percent. Payment of dividends is
prohibited by the terms of the Debtor-In-Possession Credit
Agreement, under which the Company is limited to maximum monthly
amounts of inventory and cash disbursements. Management believes
that it has adequate flexibility and that such covenants should
not impose undue restrictions on the operations of the Company
during its Bankruptcy Proceedings. The Company is currently in
compliance with the terms of the Debtor-In-Possession Credit
Agreement or has obtained waivers as necessary. The Debtor-In-
Possession Credit Agreement is secured by all of the Company's
assets. In January 1996, the Company repaid the funded portion
of its bank loans. Other obligations remain outstanding under
the Debtor-In-Possession Credit Agreement or the Amended and
Restated Credit Agreement including reimbursement obligations
under letters of credit and certain indemnification obligations.
As part of the POR, the Company is currently in discussions with
a lender to finalize a $25,000 line of credit.
NOTE 9 - CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The following proforma financial information shows the effects of
adoption of Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code," and
separates the consolidated balance sheet as of December 31, 1996,
and consolidated statement of operations and cash flow for the
six months then ended, of those entities that are included in the
Bankruptcy Proceedings and those that are not.
Condensed Consolidating Balance Sheet
<TABLE>
<CAPTION>
Non-
Debtor-In Debtor-In
Possession Possession Elimin- Consol-
Entities(1) Entities ations idated
<S> <C> <C> <C> <C>
Current assets $ 55,705 $ 9,649 $ - $ 65,354
Property, plant
and equipment 9,875 1,193 - 11,068
Other assets 69,613 339 (67,501) 2,451
Total assets $135,193 $11,181 $(67,501) $ 78,873
Other current
liabilities $ 14,134 $ 1,055 $ - $ 15,189
Intercompany
(receivable) payable
with affiliates (1,506) 1,506 - -
Liabilities subject
to compromise 57,107 - - 57,107
Stockholders' equity 65,458 8,620 (67,501) 6,577
Total liabilities and
stockholders' equity $135,193 $11,181 $(67,501) $ 78,873
</TABLE>
Condensed Consolidating Statement of Operations
<TABLE>
<CAPTION>
Non-
Debtor-In Debtor-In
Possession Possession Elimin- Consol-
Entities(1) Entities ations idated
<S> <C> <C> <C> <C>
Net sales $ 37,664 $ 5,785 $ - $ 43,449
Net sales to affiliates 3,158 4,624 (7,782) -
Cost of goods sold 28,641 4,767 - 33,408
Cost of goods sold to
affiliates 3,158 4,624 (7,782) -
Gross margin 9,023 1,018 - 10,041
Selling, administrative
and research expenses 4,296 2,921 - 7,217
Reorganization costs 5,208 - - 5,208
Other expense 150 - - 150
Operating loss (631) (1,903) - (2,534)
Interest income - (9) - (9)
Loss from operations
before income tax (631) (1,894) - (2,525)
Income taxes (benefit) 102 (76) - 26
Net loss $ (733) $ (1,818) $ - $ (2,551)
</TABLE>
Condensed Consolidating Statement of Cash Flows
<TABLE>
<CAPTION>
Non-
Debtor-In Debtor-In
Possession Possession Elimin- Consol-
Entities(1) Entities ations idated
<S> <C> <C> <C> <C>
Cash Flows from
operating activities:
Net loss $ (733) $(1,818) $ - $(2,551)
Adjustments to
reconcile net loss
to net cash
used in operating
activities:
Noncash items and
changes in
operating assets
and liabilities 691 683 - 1,374
Net cash flow used
in operating
activities (42) (1,135) - (1,177)
Cash flows from
investing activities:
Proceeds from the sale
of property, plant
and equipment 466 - - 466
Capital expenditures (340) (2) - (342)
Net cash provided by
(used in) investing
activities 126 (2) - 124
Cash flows from
financing activities:
Liabilities subject
to compromise 381 - - 381
Net cash provided by
financing activities 381 - - 381
Increase (decrease)
in cash and
cash equivalents 465 (1,137) - (672)
Cash and cash
equivalents at
beginning of year 26,720 3,209 - 29,929
Cash and cash
equivalents at
end of year $ 27,185 $ 2,072 $ - $29,257
</TABLE>
(1) For presentation purposes, the October 31, 1996 Chapter 11 filings for
the Wholly-Owned Domestic Subsidiaries are being reflected as of
July 1, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
With the Company experiencing sales declines and operating
losses, having extended payments to trade vendors, and needing
additional financing to meet operating requirements and fund the
Restructuring, the Company filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
Bankruptcy Court on July 5, 1995. On August 18, 1995, SCM
Office Supplies, Inc., SCC LI Corporation (formerly Histacount
Corporation) and Hulse Manufacturing Company, the Nonoperating
Subsidiaries, filed Chapter 11 petitions. On October 31, 1996
the Wholly-Owned Domestic Subsidiaries, Smith Corona Overseas
Holdings, Inc., SCM Inter-American Corporation and SCM (United
Kingdom) Limited, filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.
Since July 5, 1995, the Company has confined expenditures to
those manufacturing and operating costs that are necessary to
preserve and maintain going-concern value. In light of its
financial condition, the Company has also implemented and
continues to implement a planned reduction in its workforce and
a consolidation of its manufacturing and distribution operations
and, as announced on October 7, 1996, the Company has relocated
its world headquarters from New Canaan, Connecticut to its
facility in Cortland, New York. Additionally, as part of a
major restructuring plan announced by the Company on May 8,
1995, the Company has relocated its typewriter manufacturing
operations to its Mexico facility from facilities in Singapore
and Batam Island, Indonesia. On January 27, 1997 the Bankruptcy
Court entered a Confirmation Order approving the Company's
emergence from the Bankruptcy Proceedings. The Confirmation
Order is subject to satisfaction of certain conditions precedent
to the Effective Date, which the Company is in the process of
satisfying.
The forward-looking comments in this Management's Discussion and
Analysis of Results of Operations and Financial Condition are
estimates by the Company's management of future performance and
are subject to a variety of risks and uncertainties that could
cause actual results to differ from management's current
expectations.
Results of Operations
Net sales of $22.5 million for the quarter ended December 31,
1996 decreased 38.1 percent from last year's second quarter net
sales of $36.3 million. For the six month period ended December
31, 1996, net sales were $43.4 million, a 37.7 percent decrease
from last year's comparable period of $69.8 million. Unit sales
of typewriters, personal word processors and related accessories
and supplies are lower than a year ago, both domestically and
internationally, as a result of a shrinking market and a
continuing difficult and competitive environment. Under the
POR, the reorganized company plans to significantly expand its
product line, primarily by sourcing new products from outside
manufacturers. Such sourcing may, over time, include entering
into strategic alliances with third parties to provide products
or services. In that respect, the reorganized company will
focus its efforts on forging alliances with companies that
provide technologically advanced office products but presently
do not have a substantial United States market share or market
presence, and are intent on building or increasing market share
by selling their products under the well-known "Smith Corona"
name. The reorganized company intends to rely on its existing
distribution network to become a leading vendor of
technologically advanced office products. Further, the
reorganized company intends to maintain its core business of
manufacturing and distributing its current product line of
typewriters, personal word processors and related accessories
and supplies to satisfy continuing worldwide demand for these
products.
On an operational level, the reorganized company will continue
its business on a global basis with manufacturing operations in
Mexico and sales and marketing operations in the United States
and certain international markets. The reorganized company's
Mexico facility also plans to provide contract manufacturing
services to OEMs on a cost plus basis, thereby defraying
manufacturing overhead expenses. Ideally, prospective OEMs may
also form the basis for new product strategic alliances.
Gross margin, as a percentage of net sales, was 27.2 percent for
the quarter, thus increasing the gross margin to 23.1 percent
for the six months ended December 31, 1996, as compared to 2.5
percent and 7.0 percent, respectively, for the comparable
periods last year. The margin improvement is a result of a
proportionate increase of sales of higher margin products,
manufacturing efficiencies gained from the Restructuring and a
$.5 million gain from the sale of property, plant and equipment.
The prior year gross margin was adversely impacted by a second
quarter charge of approximately $4.4 million for inventory-
related provisions.
Selling, administrative and research expenses for the three
months and six months ended December 31, 1996 decreased $2.0
million and $7.4 million, respectively, as compared to the prior
periods last year. The decreases reflect the overall savings in
employee-related costs as a result of the Restructuring and
reorganization efforts as well as the impact of a pension plan
curtailment gain of $3.4 million which was recorded in the first
quarter ended September 30, 1996.
The Company recorded reorganization costs for its bankruptcy
proceedings aggregating $3.1 million and $5.2 million for the
three and six months ended December 31, 1996, respectively,
compared to $2.8 million and $6.1 million for the same periods a
year ago. These charges primarily include professional fees
attributable to the bankruptcy proceedings. On October 7, 1996
the Company announced the relocation of its world headquarters
from New Canaan, Connecticut to its facility in Cortland, New
York which resulted in a second quarter charge of approximately
$.7 million. Additionally, reorganization costs for the six
months ended December 31, 1996 include a purchase deposit
forfeiture of $.5 million and interest income earned on domestic
cash balances of $.6 million.
Other expense (income) for the three months ended December 31,
1996 includes a gain which is reflective of the final
distribution of funds in the liquidation of the Company's
wholly-owned Australian subsidiary. Also, in the first quarter
of fiscal 1997 the Company recorded a charge of $.3 million
representing amounts for additional claims arising from the
bankruptcy claims reconciliation process.
Financial Condition
The Company's primary source of liquidity and capital resources,
on both a short- and long-term basis, are cash balances, cash
flows generated from operations and available borrowing capacity
under its Debtor-In-Possession Credit Agreement.
The Bankruptcy Proceedings restrict the Company's ability to
provide direct financial support outside of the normal course of
business to its international subsidiaries without the approval
of the Bankruptcy Court. Furthermore, certain actions,
including actions outside of the normal course of business, must
be approved by the Bankruptcy Court.
On July 10, 1995, the Company entered into a Debtor-In-
Possession Credit Agreement with two banks which was approved by
the Bankruptcy Court on August 2, 1995. Proceeds from the
Debtor-In-Possession Credit Agreement were used to repay amounts
outstanding under the Amended and Restated Credit Agreement
under which the Company was, as of June 30, 1995, in technical
default. The Debtor-In-Possession Credit Agreement, as amended,
provides for extensions of revolving credit loans, term loans
and letters of credit, limited to a percentage of eligible
receivables and inventories, in an amount not to exceed $24.0
million through the June 30, 1996 termination date. On July 10,
1996, the Company and its lenders amended and extended the
Debtor-In-Possession Credit Agreement whereby the June 30, 1996
termination date was extended to the earlier of the Effective
Date or December 31, 1996, and the bank commitment was reduced
to $10.0 million. The Debtor-In-Possession Credit Agreement was
amended on December 9, 1996, extending the expiration date to
the earlier of the Effective Date or March 31, 1997. The
lenders have retained the right to terminate the loans under the
Debtor-In-Possession Credit Agreement with 60 days' notice at
their sole discretion. The Debtor-In-Possession Credit
Agreement provides for a security interest in substantially all
of the Company's assets. The Debtor-In-Possession Credit
Agreement provides certain restrictive covenants for which
management believes that it has adequate flexibility and that
such covenants should not impose undue restrictions on the
operations of the Company during its Chapter 11 proceedings.
The Company is currently in compliance with the terms of the
Debtor-In-Possession Credit Agreement or has obtained waivers as
necessary. In January 1996, the Company repaid the funded
portion of its bank loans. Other obligations remain outstanding
under the Debtor-In-Possession Credit Agreement or the Amended
and Restated Credit Agreement including reimbursement
obligations under letters of credit and certain indemnification
obligations.
As part of the POR, the Company is currently in discussions with
a lender to finalize a $25.0 million line of credit.
Due to the Bankruptcy Proceedings, substantially all claims
against the Company, prior to July 5, 1995, (and prior to August
18, 1995 for the three Nonoperating Subsidiaries and prior to
October 31, 1996 for the three Wholly-Owned Domestic
Subsidiaries) are subject to the automatic stay provisions under
the Bankruptcy Code while the Company continues business
operations as a debtor-in-possession.
At the Company's request, the Bankruptcy Court established a bar
date of October 31, 1995 for pre-petition claims against the
Company. The Bankruptcy Court also established an
administrative claims bar date of (i) October 18, 1996 for
claims that occurred on or before August 16, 1996 and (ii) the
date which is 60 days after the Effective Date for claims that
occurred after August 16, 1996 and on or before the Effective
Date. A bar date is the date by which claims against the
Company must be filed if the claimants wish to receive any
distribution in the Bankruptcy Proceedings. The Company has
given notice to all known actual or potential claimants subject
to the October 31, 1995 and October 18, 1996 bar dates of their
need to file a proof of claim with the Bankruptcy Court. The
Company is reconciling claims that differ from the Company's
records, and any differences that cannot be resolved by
negotiated agreement between the Company and the claimant will
be resolved by the Bankruptcy Court. The claims reconciliation
process is ongoing and during Fiscal 1997 has not resulted in
any material adjustments to the Company's financial records.
On January 27, 1997 the Bankruptcy Court entered the
Confirmation Order. The Confirmation Order is subject to
satisfaction of certain conditions precedent to the Effective
Date, which the Company is in the process of satisfying.
Under the POR, the Company intends to satisfy all allowed
general unsecured claims through the distribution to holders of
such claims of (i) cash of approximately $10.8 million (less any
amounts paid to holders of allowed convenience class claims
discussed below) and (ii) 85% of the reorganized company's
common stock. Each holder of an allowed general unsecured claim
will receive one share of the reorganized company's common stock
for each ten dollars in allowed claim value. The Company
intends to satisfy all allowed claims senior to allowed general
unsecured claims by the payment in full in cash or notes (as
provided for by the Bankruptcy Code) or the assumption of all
such claims. In addition, allowed convenience class claims
(general unsecured claims of one thousand five hundred dollars
or less) shall receive payment in cash in an amount equal to 60%
of the amount of such claim. Finally, the POR cancels all
currently outstanding Common Stock of the Company and provides
shareholders with warrants to purchase one share of common stock
in the reorganized company for each twenty shares of Common
Stock of the Company.
During the six months ended December 31, 1996, the Company's
operating activities used $1.2 million of cash, primarily as a
result of the net loss and an increase in accounts receivable,
offset by a decrease in inventories. Accounts receivable
increased $1.3 million and inventories decreased $1.9 million
which is attributable to a larger portion of sales occurring
later in the second quarter.
As part of its ongoing reorganization efforts under the
Bankruptcy Proceedings, on August 7, 1996, the Company issued a
notice of intent to terminate its Defined Benefit Plans. The
termination resulted in a first quarter curtailment gain of
approximately $3.4 million which was recorded in selling,
administrative and research expense.
The PBGC opposed termination of the Defined Benefit Plans. On
September 5, 1996, the PBGC filed in the Bankruptcy Court claims
for minimum funding contributions and for unfunded benefit
liabilities. The PBGC stated that its claims against the
Company and its subsidiaries upon termination of the Defined
Benefit Plans would total approximately $26.0 million. On
October 31 and November 1, 1996, the Company, the Nonoperating
Subsidiaries, the Official Committee of Unsecured Creditors and
the PBGC presented evidence in the Bankruptcy Court on the
question of whether the Company and the Nonoperating
Subsidiaries had met applicable statutory tests for distress
termination of the Defined Benefit Plans. The Bankruptcy Court
reserved decision.
On December 17, 1996, the Company and the PBGC executed a
settlement agreement whereby the Company withdrew its
application with the PBGC to terminate the Smith Corona
Corporation Salaried Employees' Retirement Plan (the "Salaried
Plan"), withdrew its Bankruptcy Court motion to terminate the
Salaried Plan, and notified participants and beneficiaries that
the Salaried Plan will continue on a frozen basis, i.e., no
future benefits for plan participants will be earned. The
agreement between the Company and the PBGC also provided that
the Company promptly complete its distress termination filing
with the PBGC with respect to the Smith Corona Corporation
Hourly Employees' Retirement Plan and SCM Office Supplies, Inc.
Salaried Employees' and Hourly Employees' Retirement Plan (the
"Hourly Plan"). Termination of the Hourly Plan resulted in the
PBGC receiving an allowed general unsecured claim in the
Bankruptcy Proceedings of $8.3 million. Upon final court
approval, obtained on January 22, 1997, all PBGC claims with
respect to the Salaried and Hourly Plans, except the $8.3
million general unsecured claim, were withdrawn and the PBGC's
objection to confirmation of the Company's POR also was also
withdrawn.
The Company had no material commitments for capital expenditures
at December 31, 1996.
The Company believes that its cash and borrowing capabilities
will be sufficient to meet its operating cash and capital
expenditure requirements in the foreseeable future.
PART II - Other Information
Item 1. Legal Proceedings.
Information required by this item is incorporated by
reference from "Note 1 - Petition for Reorganization
Under Chapter 11 and Basis of Presentation," "Note 3 -
Contingencies" and "Note 4 - Pension Plan Termination"
in the Notes to Consolidated Financial Statements
appearing in this Form 10-Q Quarterly Report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10 Sixth Amendment to the Debtor-In-Possession
Credit Agreement dated as of December 9,
1996
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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.
SMITH CORONA CORPORATION
February 12, 1997
By: /s/ John A. Piontkowski
John A. Piontkowski
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Martin D. Wilson
Martin D. Wilson
Vice President/Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
EX-10 Sixth Amendment to Debtor-In-Possession
Credit Agreement
EX-27 Financial Data Schedule (electronically
filed only)
SMITH CORONA CORPORATION
SIXTH AMENDMENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
This SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT
AGREEMENT (this "Amendment") is dated as of December 9, 1996
and entered into by and among SMITH CORONA CORPORATION, a
Delaware corporation, as debtor and debtor-in-possession (the
"Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders")
and THE CHASE MANHATTAN BANK (formerly known as "Chemical
Bank"), a New York banking corporation, as agent for the
Lenders (in such capacity, the "Agent"), and, for purposes of
Section 4 hereof, the Credit Support Parties (as hereinafter
defined) named on the signature pages hereto, and is made with
reference to that certain Debtor-In-Possession Credit
Agreement dated as of July 10, 1995, as amended by that
certain First Amendment to Debtor-in-Possession Credit
Agreement dated as of July 24, 1995, that certain Second
Amendment to Debtor-in-Possession Credit Agreement dated as of
August 15, 1995, that certain Third Amendment to Debtor-In-Possession Credit
Agreement dated as of December 6, 1995, that
certain Fourth Amendment to Debtor-In-Possession Credit
Agreement dated as of June 30, 1996 and that certain Fifth
Amendment to Debtor-In-Possession Credit Agreement dated as of
September 30, 1996 (as so amended, the "Credit Agreement"), by
and among the Borrower, the Lenders and the Agent. Capi-
talized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower has requested the Agent and
Lenders to, among other things, (i) extend the maturity date
of the Credit Agreement and (ii) provide for the amendment of
the financial covenants as provided herein; and
WHEREAS, subject to the terms and conditions
contained herein, the Agent and Lenders are willing to consent
to such amendments as provided herein;
NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Definitions
The definition of "Termination Date" contained
in subsection 1.1 of the Credit Agreement is hereby amended by
(i) deleting the date "December 31, 1996" therefrom and
substituting therefor the date "March 31, 1997", and (ii)
deleting clause (vi) from such subsection and substituting the
following therefor:
"and (vi) January 17, 1997 if
subsections 6.1(a) and 6.1(b)
have not been amended by January
17, 1997 in a manner satisfactory
to the Lenders in their sole
discretion in order to extend the
application of such covenants to
March 31, 1997."
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective
only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being
referred to herein as the "Amendment Effective Date"):
A. The Agent shall have received counterparts of
this Amendment (i) executed by the Borrower, each Lender and
the Agent and (ii) for purposes of Section 4 only, executed by
each Credit Support Party (as hereinafter defined) and written
or telephonic notification of such execution and authorization
of delivery thereof.
B. The Borrower shall have paid to the Agent in
Cash, for distribution to each Lender in accordance with its
respective commitment Percentage, and aggregate amendment fee
equal to $25,000.
C. The Bankruptcy Court shall have approved the
execution of this Amendment by the Borrower.
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this
Amendment and to amend the Credit Agreement in the manner
provided herein, the Borrower represents and warrants to each
Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. The Borrower has
all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by,
and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and
delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate
action on the part of the Borrower.
C. No Conflict. The execution and delivery by the
Borrower of this Amendment and the performance by the Borrower
of the Amended Agreement do not and will not (i) violate any
provision of any law or any governmental rule or regulation
applicable to the Borrower or any of its Subsidiaries, the
Certificate or Articles of Incorporation or Bylaws of the
Borrower or any of its Subsidiaries or any order, judgment or
decree of any court or other agency of government binding on
the Borrower or any of its Subsidiaries, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of
the Borrower or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the
properties or assets of the Borrower or any of its
Subsidiaries (other than any Liens created under any of the
Loan Documents in favor of the Agent on behalf of the
Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual
Obligation of the Borrower or any of its Subsidiaries.
D. Governmental Consents. The execution and
delivery by the Borrower of this Amendment and the performance
by the Borrower of the Amended Agreement do not and will not
require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state
or other governmental authority or regulatory body.
E. Binding Obligation. This Amendment and the
Amended Agreement have been duly executed and delivered by the
Borrower and are the legally valid and binding obligations of
the Borrower, enforceable against the Borrower in accordance
with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
F. Incorporation of Representations and Warranties
From Credit Agreement. The representations and warranties
contained in Section 3 of the Credit Agreement are and will be
true, correct and complete in all material respects on and as
of the Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such
representations and warranties specifically relate to an
earlier date, in which case they were true, correct and
complete in all material respects on and as of such earlier
date.
G. Absence of Default. No event has occurred and
is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would
constitute a Default.
Section 4. ACKNOWLEDGEMENT AND CONSENT
The Borrower is a party to the Security Agreement and
the Borrower Pledge Agreement pursuant to which the Borrower
has created Liens in favor of the Agent on certain Collateral
to secure the Obligations. Each Subsidiary Guarantor is party
to the Subsidiary Guaranty pursuant to which the Subsidiary
Guarantors have guarantied the Obligations. The Subsidiary
Guarantors party to the Guarantor Pledge Agreement have
created Liens in favor of the Agent to secure the obligations
of such Subsidiary Guarantor under the Subsidiary Guaranty.
The Borrower and the Subsidiary Guarantors are collectively
referred to herein as the "Credit Support Parties."
Each Credit Support Party hereby acknowledges that it
has reviewed the terms and provisions of the Credit Agreement
and this Amendment and consents to the amendment of the Credit
Agreement effected pursuant to this Amendment. Each Credit
Support Party hereby confirms that each Collateral Document to
which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the
case may be, to the fullest extent possible the payment and
performance of all "Obligations," "Guarantied Obligations" and
"Secured Obligations," as the case may be (in each case as
such terms are defined in the applicable Collateral Document),
including without limitation the payment and performance of
all such "Obligations," "Guarantied Obligations" or "Secured
Obligations," as the case may be, in respect of the
Obligations of the Borrower now or hereafter existing under or
in respect of the Amended Agreement and the Notes.
Each Credit Support Party acknowledges and agrees
that any of the Collateral Documents to which it is a party or
otherwise bound shall continue in full force and effect and
that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit
Support Party represents and warrants that all representations
and warranties contained in the Amended Agreement and the
Collateral Documents to which it is a party or otherwise bound
are true, correct and complete in all material respects on and
as of the Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such
representations and warranties specifically relate to an
earlier date, in which case they were true, correct and
complete in all material respects on and as of such earlier
date.
Each Credit Support Party (other than the Borrower)
acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such
Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the
amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future
amendments to the Credit Agreement.
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement
and the Other Loan Documents.
(i) On and after the Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import
referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring
to the Credit Agreement shall mean and be a reference to
the Amended Agreement.
(ii) Except as specifically amended by this
Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(iii) The execution, delivery and performance of
this Amendment shall not, except as expressly provided
herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of the
Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. Fees and Expenses. The Borrower acknowledges
that all costs, fees and expenses as described in subsection
9.5 of the Credit Agreement incurred by Agent and its counsel
with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of
the Borrower.
C. Headings. Section and subsection headings in
this Amendment are included herein for convenience of
reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive
effect.
D. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first written above.
SMITH CORONA CORPORATION,
as debtor and debtor-in-possession
By:
Title:
THE CHASE MANHATTAN BANK
(formerly known as "Chemical Bank"),
as Agent and as a Lender
By:
Title:
BANK OF AMERICA ILLINOIS
By:
Title:
SCM (UNITED KINGDOM) LIMITED,
(for purposes of Section 4 only)
as a Credit Support Party
By:
Title:
SMITH CORONA OVERSEAS
HOLDINGS, INC., (for purposes of
Section 4 only) as a Credit
Support Party
By:
Title:
SMITH CORONA (UK), LIMITED, (for
purposes of Section 4 only) as a
Credit Support Party
By:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SMITH
CORONA CORPORATION CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF
THIS FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 29257
<SECURITIES> 0
<RECEIVABLES> 19426
<ALLOWANCES> 751
<INVENTORY> 13905
<CURRENT-ASSETS> 65354
<PP&E> 31567
<DEPRECIATION> 20499
<TOTAL-ASSETS> 78873
<CURRENT-LIABILITIES> 15189
<BONDS> 0
<COMMON> 303
0
0
<OTHER-SE> 6274
<TOTAL-LIABILITY-AND-EQUITY> 78873
<SALES> 43449
<TOTAL-REVENUES> 43449
<CGS> 33408
<TOTAL-COSTS> 33408
<OTHER-EXPENSES> 150
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (9)
<INCOME-PRETAX> (2525)
<INCOME-TAX> 26
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2551)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> 0
</TABLE>
