3
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, 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 February 5, 1998
Common Stock, par value $.001 2,914,589
per share
SMITH CORONA CORPORATION AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets -
December 31, 1997 and June 30, 1997 1
Consolidated Statements of Operations - For the
three and six months ended December 31, 1997
and 1996 2
Consolidated Statement of Changes in Stockholders'
Equity - For the six months ended
December 31, 1997 3
Consolidated Statements of Cash Flows - For the
six months ended December 31, 1997 and 1996 4
Notes to Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
<S> <C> <C>
ASSETS (audited)
Current assets:
Cash and cash equivalents $28,769 $21,985
Accounts receivable (net of allowance
for doubtful accounts of $705 and
$931, respectively) 12,680 11,238
Inventories 9,254 12,627
Prepaid expenses and other current
assets 3,234 2,108
Total current assets 53,937 47,958
Property, plant and equipment, net 5,544 12,092
Other assets 393 579
TOTAL $59,874 $60,629
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 6,622 $ 5,199
Accrued liabilities 9,753 11,614
Income taxes payable 4,049 4,100
Total current liabilities 20,424 20,913
Pension liability 4,802 4,777
Postretirement benefits 4,814 5,904
Other long-term liabilities 2,645 2,645
Total liabilities 32,685 34,239
Stockholders' equity:
Common stock-2,824,374 shares
and 2,754,238 shares issued
and outstanding, respectively 3 3
Additional paid-in capital 55,180 55,164
Deferred compensation (175) (232)
Accumulated deficit (27,819) (28,545)
Total stockholders' equity 27,189 26,390
TOTAL $59,874 $60,629
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $17,005 $22,463 $31,797 $43,449
Cost of goods sold 12,219 16,351 23,760 33,408
Gross margin 4,786 6,112 8,037 10,041
Selling, general and
administrative expenses 7,244 5,833 12,036 7,217
Reorganization (income) costs (310) 3,083 (249) 5,208
Gain on sale of
manufacturing operations (3,700) - (3,700) -
Other (income) expense - (197) (100) 150
Operating income (loss) 1,552 (2,607) 50 (2,534)
Interest (income) expense (245) (4) (439) (9)
Income (loss) before income
taxes and extraordinary
gain 1,797 (2,603) 489 (2,525)
Income taxes 72 33 223 26
Income (loss) before
extraordinary gain 1,725 (2,636) 266 (2,551)
Extraordinary gain-net 460 - 460 -
Net income (loss) $ 2,185 $(2,636) $ 726 $(2,551)
Earnings (loss) per common
share-basic:
Income (loss) before
extraordinary gain $ .63 $ (1.17) $ .10 $ (1.13)
Extraordinary gain-net .17 - .17 -
Net income (loss) $ .80 $ (1.17) $ .27 $ (1.13)
Earnings (loss) per common
share-diluted:
Income (loss) before
extraordinary gain $ .61 $ (1.17) $ .09 $ (1.13)
Extraordinary gain-net .17 - .17 -
Net income (loss) $ .78 $ (1.17) $ .26 $ (1.13)
</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, 1997
($ in thousands)
<TABLE>
<CAPTION>
Additional
Common Paid-In Deferred Accumulated
Stock Capital Compensation Deficit Total
<S> <C> <C> <C> <C> <C>
Balance June 30, 1997 $ 3 $55,164 $(232) $(28,545) $26,390
Net income - - - 726 726
Deferred compensation - 16 (16) - -
Amortization of deferred
compensation - - 73 - 73
Balance December 31, 1997 $ 3 $55,180 $(175) $(27,819) $27,189
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
Six months ended
December 31,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 726 $(2,551)
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,419 1,914
Gain on sale of manufacturing operations (3,700) -
Gain on disposition of
property, plant and equipment (24) (458)
Inventory provisions (107) 1,102
Pension curtailment gain - (3,394)
Extraordinary gain (460) -
Other noncash items 16 (132)
Changes in assets and liabilities:
Accounts receivable (1,534) (1,310)
Inventories 559 1,866
Prepaid expenses and
other current assets (1,314) 1,057
Other assets (55) 32
Trade payables 1,571 405
Accrued liabilities and income taxes
payable (1,676) 292
Postretirement benefits and pension
liability (1,065) -
Net cash used in
operating activities (5,644) (1,177)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property,
plant and equipment 100 466
Proceeds from the sale of
manufacturing operations 13,672 -
Capital expenditures (1,344) (342)
Net cash provided by
investing activities 12,428 124
CASH FLOWS FROM FINANCING ACTIVITIES:
Liabilities subject to compromise - 381
Net cash provided by
financing activities - 381
Increase (decrease) in
cash and cash equivalents 6,784 (672)
Cash and cash equivalents:
Beginning of period 21,985 29,929
End of period $28,769 $29,257
</TABLE>
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
($ and shares 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.
On December 31, 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS 128"), which was issued in
March 1997 and was effective for periods ended after December 15, 1997.
Earlier application was not permitted. SFAS 128 simplifies the standards
for computing earnings per share ("EPS") and makes them comparable to
international standards for computing EPS. This statement replaces the
presentation of primary EPS with presentation of basic EPS and requires a
dual presentation of basic EPS and diluted EPS on the face of the
Statements of Operations (See footnote 5).
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 December 31, 1997 and June 30, 1997,
the Company had recorded liabilities of approximately $2,854 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:
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
<S> <C> <C>
Raw materials and work-in-process $ 1,128 $ 4,961
Finished goods 8,126 7,666
Total $ 9,254 $12,627
</TABLE>
NOTE 5 - EARNINGS PER SHARE
The following tables reconcile the numerators and denominators of the basic
and diluted earnings per share for income (loss) before extraordinary gain
presented in the Consolidated Statements of Operations:
<TABLE>
<CAPTION>
Three months ended December 31, 1997
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Basic Earnings per Share
Income before extraordinary
gain $1,725 2,728 $.63
Effect of dilutive securities
Warrants (a) (a)
Restricted Stock - 85
Diluted Earnings per Share
Income before extraordinary
gain and effect of
dilutive securities $1,725 2,813 $.61
</TABLE>
<TABLE>
<CAPTION>
Six months ended December 31, 1997
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Basic Earnings per Share
Income before extraordinary
gain $ 266 2,693 $.10
Effect of dilutive securities
Warrants (a) (a)
Restricted Stock - 81
Diluted Earnings per Share
Income before extraordinary
gain and effect of
dilutive securities $ 266 2,774 $.09
</TABLE>
(a) Warrants to purchase 1,512 shares of common stock at $8.50 per share
were outstanding but were not included in the computation of diluted
earnings per share because the exercise price was greater than the
market price of the common shares.
Subsequent to December 31, 1997 the Company settled certain general
unsecured bankruptcy claims which resulted in the issuance of 193 shares of
common stock of which 7 shares are restricted stock.
For comparability purposes, basic and diluted earnings (loss) per common
and common equivalent share for the three and six months ended December 31,
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.
NOTE 6 - SALE OF MANUFACTURING OPERATIONS
On November 24, 1997, the Company completed the sale of its manufacturing
operations to The MATCO Electronics Group, Inc. ("MATCO") (the "Sale"). In
addition, the Company entered into a long-term manufacturing agreement with
MATCO pursuant to which MATCO will manufacture certain Smith Corona brand
name products, including typewriters and related supplies and accessories.
The Sale included the purchase by MATCO of (i) certain property, plant and
equipment used in the manufacturing operations, (ii) all the outstanding
common stock of Smith Corona de Mexico, S.A. de C.V., the Company's Mexican
subsidiary, and (iii) raw material and work-in-process inventories. The
net proceeds from the Sale, as of December 31, 1997 were $13,672.
Estimated additional proceeds of approximately $500 are expected to be
received in the third and fourth quarters. The Sale resulted in a gain of
$3,700.
NOTE 7 - EXTRAORDINARY GAIN
During the three and six months ended December 31, 1997, the Company
favorably resolved bankruptcy claims which resulted in a pre-tax and after-
tax extraordinary gain of approximately $460.
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 $17.0 million for the second quarter ended December 31, 1997
decreased 24.3 percent from last year's second quarter net sales of $22.5
million. For the six month period ended December 31, 1997, net sales were
$31.8 million, a 26.8 percent decrease from last year's comparable period
of $43.4 million. Net sales decreases in both periods were 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, primarily as a result of a shrinking
market. During the second quarter the Company began receiving inventory of
newly sourced products, launched its advertising and marketing programs
related to newly sourced products and sold approximately $.4 million of
newly sourced products. The Company's plans to significantly expand its
product line continues to gain momentum and 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
provider of technologically advanced products for the small office and home
office. The Company views its new products with favorable anticipation
considering that 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.
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 28.1 percent for the second
quarter ended December 31, 1997, as compared to 27.2 percent for the
comparable period last year. For the six months ended December 31, 1997,
the gross margin as a percentage on net sales was 25.3 percent as compared
to 23.1 percent last year. The margin improvements are primarily due to a
proportionate increase in sales of higher margin products compared to the
three and six months ended December 31, 1996.
Selling, general and administrative expenses for the three and six months
ended December 31, 1997 were $7.2 million and $12.0 million as compared to
$5.8 million and $7.2 million last year, respectively. For the three and
six months ended December 31, 1997 expenses include increased spending of
approximately $2.8 million and $3.7 million, respectively, to support
development and advertising of the Company's newly sourced products which are
offset by a decrease in expenses of approximately $1.4 million and $1.9
million, respectively, associated with the June 1997 change in
postretirement benefits and savings in employee related costs. The Company
expects the trend of increased spending to support development and
advertising of newly sourced products to continue. Included in selling,
general and administrative expenses for the six months ended December 31,
1996 is a pension plan curtailment gain of $3.4 million.
The Company recorded reorganization (income) costs for its bankruptcy
proceedings of $(.3) million and $(.2) million for the three and six months
ended December 31, 1997, respectively, compared to $3.1 million and $5.2
million for the same periods a year ago. This year's income includes the
forgiveness of a portion of the professional fees that were withheld
pending final bankruptcy court approval. Reorganization costs for the
three and six months ended December 31, 1996 were primarily professional
fees but, included $.7 million for the relocation of the Company's world
headquarters from New Canaan, Connecticut to Cortland, New York.
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.
On November 24, 1997, the Company completed the sale of its manufacturing
operations to MATCO (the "Sale"). The Sale generated net proceeds of $13.7
million and resulted in a gain of $3.7 million. Estimated additional
proceeds of approximately $.5 million are expected to be received in the
third and fourth quarters. In addition the Company entered into a long-
term manufacturing agreement with MATCO pursuant to which MATCO will
manufacture certain Smith Corona brand name products, including typewriters
and related supplies and accessories.
For the three and six months ended December 31, 1997 the Company recorded
an extraordinary gain of $.5 million for the favorable resolution of
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 six months ended December 31, 1997, the Company's operating
activities used $5.6 million of cash. Accounts receivable increased $1.5
million due to increased sales late in the current period while prepaid
expenses and other current assets increased $1.3 million as a result of
annual renewal premiums for insurance programs, prepayments to vendors for
inventory and an escrow account established for the appeal of an unsettled
bankruptcy claim. Trade payables increased primarily as a result of
purchases of core product inventory from MATCO offset by a payment of $1.9
million for professional fees that were held back during the bankruptcy
proceedings. The net decrease of inventories of $.6 million was due
primarily to a decrease of $3.4 million in raw material and work-in-process
inventories associated with the Sale partially offset by the receipt of new
telephony products.
Capital expenditures for the six months ended December 31, 1997 were $1.3
million compared to $.3 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 December 31,
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 3
- - Contingencies" in the Notes to the Consolidated Financial Statements
appearing in this Form 10-Q Quarterly Report.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on November 17,
1997, the following individuals were elected directors of the Company:
<TABLE>
<CAPTION>
Total Votes Total Votes
Directors For Withheld
<S> <C> <C>
Ronald F. Stengel 1,659,565 1,616
William J. Morgan 1,658,327 2,854
</TABLE>
At the same meeting, the appointment of Deloitte & Touche, LLP as
independent certified public accountants for the Company for the fiscal
year ending June 30, 1998 was ratified by a vote of 1,664,445 for, 2,439
against, and 11,276 abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
One Current Report on Form 8-K was filed with the
Commission during the second quarter of the Company's 1997
fiscal year.
1. The Form 8-K Current Report dated November 17, 1997
announced under Item 2 sale of the Company's
manufacturing operations to The MATCO Electronics Group,
Inc. ("MATCO"). In addition, Smith Corona Corporation
entered into a long-term manufacturing agreement with
MATCO pursuant to which MATCO will manufacture certain
Smith Corona brand name products, including typewriters
and related supplies and accessories.
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 11, 1998
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-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 28,769
<SECURITIES> 0
<RECEIVABLES> 13,385
<ALLOWANCES> 705
<INVENTORY> 9,254
<CURRENT-ASSETS> 53,937
<PP&E> 40,154
<DEPRECIATION> 34,610
<TOTAL-ASSETS> 59,874
<CURRENT-LIABILITIES> 20,424
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 27,186
<TOTAL-LIABILITY-AND-EQUITY> 59,874
<SALES> 31,797
<TOTAL-REVENUES> 31,797
<CGS> 23,760
<TOTAL-COSTS> 23,760
<OTHER-EXPENSES> (100)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (439)
<INCOME-PRETAX> 489
<INCOME-TAX> 223
<INCOME-CONTINUING> 266
<DISCONTINUED> 0
<EXTRAORDINARY> 460
<CHANGES> 0
<NET-INCOME> 726
<EPS-PRIMARY> .27
<EPS-DILUTED> .26
</TABLE>
