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 September 30, 1997
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)
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
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 November 5,
1997
Common Stock, par value $.001 2,695,764
per share
SMITH CORONA CORPORATION AND SUBSIDIARIES
INDEX
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Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 1997 and June 30, 1997 1
Consolidated Statements of Operations - For the
three months ended September 30, 1997
and 1996 2
Consolidated Statement of Changes in
Stockholders' Equity - For the three months
ended
September 30, 1997 3
Consolidated Statements of Cash Flows - For the
three months ended September 30, 1997 and 1996 4
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 7-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
Exhibit Index 10
</TABLE>
SMITH CORONA CORPORATION AND
SUBSIDIARIES CONDENSED CONSOLIDATED
BALANCE SHEETS
($ in thousands)
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September 30, June 30,
1997 1997
ASSETS
(audited)
Current assets:
Cash and cash equivalents $19,016 $21,985
Accounts receivable (net of allowance
for doubtful accounts of $1,065 and
$931, respectively) 11,233 11,238
Inventories 11,208 12,627
Prepaid expenses and other current
assets 4,124 2,108
Total current assets 45,581 47,958
Property, plant and equipment, net 12,168 12,092
Other assets 670 570
TOTAL $58,419 $60,629
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 5,732 $ 5,199
Accrued liabilities 10,647 11,614
Income taxes payable 4,212 4,100
Total current liabilities 20,591 20,913
Pension liability 4,789 4,777
Postretirement benefits 5,429 5,904
Other long-term liabilities 2,645 2,645
Total liabilities 33,454 34,239
Stockholders' equity:
Common stock-2,790,907 shares
and 2,754,238 shares issued
and outstanding, respectively 3 3
Additional paid-in capital 55,169 55,164
Deferred compensation (203) (232)
Accumulated deficit (30,004) (28,545)
Total stockholders' equity 24,965 26,390
TOTAL $58,419 $60,629
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
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Three months ended
September 30,
1997 1996
Net sales $14,792 $20,986
Cost of goods sold 11,541 17,057
Gross margin 3,251 3,929
Selling, general and
administrative expenses 4,792 1,384
Reorganization costs 61 2,125
Other (income) expense (100) 347
Operating income (loss) (1,502) 73
Interest (income) expense (194) (5)
Income (loss) before income
taxes (1,308) 78
Income taxes (benefit) 151 (7)
Net income (loss) $(1,459) $ 85
Income (loss) per common and
common equivalent share:
Net income (loss) per common
and common equivalent
share $ (.53) $ .04
Weighted average common and
common equivalent shares
outstanding (in thousands) 2,753 2,249
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the three months ended September 30, 1997
($ in thousands)
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Additional
Common Paid-In Deferred Accumulated
Stock Capital Compensation Deficit Total
Balance June 30, 1997 $ 3 $55,164 $(232) $(28,545) $26,390
Net loss - - - (1,459) (1,459)
Deferred compensation - 5 (5) - -
Amortization of deferred
compensation - - 34 - 34
Balance September 30, 1997 $ 3 $55,169 $(203) $(30,004) $24,965
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
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Three months ended
September 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,459) $ 85
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 785 1,054
Gain on disposition of
property, plant and equipment (97) (458)
Inventory provisions (74) 745
Pension curtailment gain - (3,394)
Other noncash items 4 -
Changes in assets and liabilities:
Accounts receivable 5 2,544
Inventories 1,493 471
Prepaid expenses and
other current assets (2,016) 38
Other assets (94) 20
Trade payables 533 349
Accrued liabilities and income taxes
payable (855) (595)
Postretirement benefits and pension
liability (463) -
Net cash provided by (used in)
operating activities (2,238) 859
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property,
plant and equipment 100 466
Capital expenditures (831) (136)
Net cash provided by (used in)
investing activities (731) 330
CASH FLOWS FROM FINANCING ACTIVITIES:
Liabilities subject to compromise - (249)
Net cash used in
financing activities - (249)
Increase (decrease) in
cash and cash equivalents (2,969) 940
Cash and cash equivalents:
Beginning of period 21,985 29,929
End of period $19,016 $30,869
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
($ in thousands, except per share amounts)
NOTE 1 - 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 Smith Corona
Corporation ("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, 1997, as contained in the Company's Annual Report on
Form 10-K.
Income (loss) per common and common equivalent share for the three months
ended September 30, 1997 is based on the weighted average number of
common shares outstanding during the period and the effect of
considering common stock equivalents. For comparability purposes, income
(loss) per common and common equivalent share for the three months ended
September 30, 1996 is based on the weighted average number of common
shares outstanding from February 28, 1997, the date of emergence from
bankruptcy proceedings, until March 31, 1997 and the effect of
considering common stock equivalents. Primary and fully diluted income
(loss) per common and common equivalent share are approximately the same,
and therefore, are not shown separately.
Statement of Financial Accounting Standards No 128 "Earnings Per Share"
("SFAS 128"), was issued in March 1997, and is effective for periods
ended after December 15, 1997. Earlier application is not permitted.
SFAS 128 simplifies the standards for computing earnings per share
("EPS") and makes them comparable to international standards for
computing EPS. When effective, this statement will replace the
presentation of primary EPS with presentation of basic EPS and will
require a dual presentation of basic EPS and diluted EPS on the face of
the Statements of Operations. For the Company basic and diluted EPS
under SFAS 128 would have been the same for the periods ended September
30, 1997 and 1996 and would have equaled the reported EPS for the
aforementioned periods.
NOTE 2 - PETITION FOR REORGANIZATION UNDER CHAPTER 11
On July 5, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. The Company emerged
from Chapter 11 on February 28, 1997. From July 5, 1995 to February 28,
1997, the Company operated as a debtor-in-possession.
NOTE 3 - CONTINGENCIES
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 September 30, 1997
and June 30, 1997, the Company had recorded liabilities of approximately
$2,896 and $2,952, respectively, related primarily to remediation and
monitoring of environmental sites. Because of the uncertainties
associated with assessing environmental matters, the related ultimate
liabilities are not presently determinable. However, based on facts
presently known, management does not believe that these investigations,
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, 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 Site) or soil venting with a soil infiltration
injection system (Groton Site). 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. The Company believes that it has set aside adequate
reserves for the payment of expenses for the ongoing remediation programs
at the Groton and Cortlandville Sites.
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 - INVENTORIES
A summary of inventories, by major classification and net of reserves, is
as follows:
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September 30, June 30,
1997 1997
Raw materials and work-in-process $ 4,286 $ 4,961
Finished goods 6,922 7,666
Total $11,208 $12,627
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
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 $14.8 million for the quarter ended September 30, 1997
decreased 29.5 percent from last year's first quarter net sales of $21.0
million, primarily due to lower volumes. 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.
The Company plans to significantly expand its product line, primarily by
sourcing new products from outside manufacturers. Such sourcing includes
entering into strategic alliances with third parties in the United
States, Europe and the Far East to provide products or services. In that
respect, the Company's efforts are focused on forging alliances with
companies that provide technologically advanced products for the small
office and home office environment 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. Management believes that the Company
is well positioned to leverage the strength of its brand name with
business products that combine functionality and contemporary design.
The Company intends to rely on its existing distribution network to
become a leading vendor of technologically advanced products for the
small office and home office. The newly sourced products which the
Company has just begun marketing under the Smith Corona brand name
include items in the telephony and facsimile product lines. The Company
views its new products with favorable anticipation considering that the
telephony and facsimile products, globally, represent opportunities in
growth markets. The Company intends to maintain its core business of
distributing its current product line of typewriters and related supplies
and accessories to satisfy continuing worldwide demand for the products.
The success of the Company depends, in part, on its ability to source,
market and sell new products.
Gross margin, as a percentage of net sales, was 22.0 percent for the
first quarter ended September 30, 1997, as compared to 18.7 percent for
the comparable period last year. The margin improvement is primarily due
to a proportionate increase in sales of higher margin products compared
to the first quarter ended September 30, 1996.
Selling, general and administrative expenses for the three months ended
September 30, 1997 were $4.8 million as compared to $1.4 million last
year. Included in selling, general and administrative expenses for the
three months ended September 30, 1996 is a pension plan curtailment gain
of $3.4 million. This year's expenses include spending to support
development and release of the Company's newly sourced and manufactured
products as well as professional fees. Last year during the bankruptcy
proceedings, professional fees were charged to reorganization expense.
Other (income) expense was $(.1) million for the first quarter ended
September 30, 1997 as compared to $.3 million in the same period a year
ago. The current period's gain was related to the August 1997 sale of
land located in Groton, New York, while last year's expense was
associated with bankruptcy claims.
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.
During the three months ended September 30, 1997, the Company's operating
activities used $2.2 million of cash, primarily as a result of the net
loss for the first quarter, the decrease of inventories offset by an
increase in prepaid expenses and other current assets. Inventories
decreased $1.5 million as a result of a decline in production while prepaid
expenses and other current assets increased $2.0 million as a result of
annual renewal premiums for insurance programs, prepayment for advertising
space related to future ad placements and an escrow account established for
the appeal of an unsettled bankruptcy claim.
Capital expenditures for the three months ended September 30, 1997 were
$.8 million compared to $.1 million in the prior year. Capital
expenditures are comprised primarily of new product tooling and progress
payments for the new information systems hardware and SAP R/3 software.
The Company had no material commitments for additional capital
expenditures at September 30, 1997.
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
2 - Petition for Reorganization Under Chapter 11" and "Note 3
Contingencies" and in the Notes to the Consolidated Financial Statements
appearing in this Form 10-Q Quarterly Report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement Re Computation of Income (Loss) Per Common
and Common Equivalent Share
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
November 10, 1997
By: /s/ John A. Piontkowski
John A. Piontkowski
Executive 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 No. Description
EX-11 Statement RE Computation Earnings (Loss) Per
Common and Common Equivalent Share
EX-27 Financial Data Schedule
Exhibit 11
SMITH CORONA CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT SHARE
Three months ended
September 30, 1997
Primary Fully Diluted
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Net income (loss)
available to common:
Net Loss before
adjustments $(1,459,000) $(1,459,000)
Adjustments:
(1) Assumed exercise of
warrants (a) (a)
Net Loss $(1,459,000) $(1,459,000)
Shares:
Weighted average common
shares outstanding 2,677,274 2,677,274
Adjustments:
(1) Assumed exercise of
restricted stock awards 75,231 79,460
(2) Assumed exercise of
warrants (a) (a)
Total Shares 2,752,505 2,756,734
Income (loss) per
common and common
equivalent share:
Net loss per common
and common equivalent
share $ (.53) $ (.53)
</TABLE>
(a) Warrants are not reflected in per share calculations
because exercise price of warrants exceed market price of
Common Stock. Additionally, warrants did not become
exercisable until August 28, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 19,016
<SECURITIES> 0
<RECEIVABLES> 12,298
<ALLOWANCES> 1,065
<INVENTORY> 11,208
<CURRENT-ASSETS> 45,581
<PP&E> 66,047
<DEPRECIATION> 53,879
<TOTAL-ASSETS> 58,419
<CURRENT-LIABILITIES> 20,591
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 24,962
<TOTAL-LIABILITY-AND-EQUITY> 58,419
<SALES> 14,792
<TOTAL-REVENUES> 14,792
<CGS> 11,541
<TOTAL-COSTS> 11,541
<OTHER-EXPENSES> (100)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (194)
<INCOME-PRETAX> (1,308)
<INCOME-TAX> 151
<INCOME-CONTINUING> (1,459)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,459)
<EPS-PRIMARY> (.53)
<EPS-DILUTED> (.53)
</TABLE>
