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 March 31, 1999
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.)
842 Bennie Road, 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 May 5, 1999
Common Stock, par value $.001 3,138,679
per share
SMITH CORONA CORPORATION AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1999 and June 30, 1998 1
Consolidated Statements of Operations - For the
three and nine months ended March 31, 1999
and 1998 2
Consolidated Statement of Changes in Stockholders'
Equity - For the nine months ended
March 31, 1999 3
Consolidated Statements of Cash Flows - For the
nine months ended March 31, 1999 and 1998 4
Notes to Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index 14
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
March 31, June 30,
1999 1998
ASSETS (unaudited) (audited)
Current assets:
Cash and cash equivalents $ 5,932 $15,293
Accounts receivable (net of allowance
for doubtful accounts of $509 and
$638, respectively) 6,278 9,492
Inventories 9,653 15,399
Prepaid expenses and other current
assets 752 3,090
Total current assets 22,615 43,274
Property, plant and equipment, net 2,771 6,511
Other assets 2,524 302
TOTAL $27,910 $50,087
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 3,761 $ 6,025
Accrued liabilities 8,271 8,204
Taxes payable 3,167 3,138
Total current liabilities 15,199 17,367
Pension liability 4,768 4,827
Postretirement benefits 2,343 3,846
Other long-term liabilities 1,641 4,007
Total liabilities 23,951 30,047
Stockholders' equity:
Common stock-3,311,228 shares
and 3,141,654 shares issued
and outstanding, respectively 3 3
Additional paid-in capital 55,779 55,512
Deferred compensation (167) (326)
Accumulated deficit (51,656) (35,149)
Total stockholders' equity 3,959 20,040
TOTAL $27,910 $50,087
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
Three months ended Nine months ended
March 31, March 31,
1999 1998 1999 1998
(unaudited) (unaudited)
Net sales $11,893 $15,096 $ 35,775 $46,893
Cost of goods sold 12,219 10,600 35,816 34,360
Gross margin (326) 4,496 (41) 12,533
Selling, general and
administrative expenses 4,574 7,722 15,366 19,758
Restructuring expense - - 1,324 -
Reorganization income - - - (249)
Gain on sale of
manufacturing operations - - - (3,700)
Other income - (49) - (149)
Operating loss (4,900) (3,177) (16,731) (3,127)
Interest (income) expense (342) (340) (345) (779)
Loss before income
taxes and extraordinary
gain (4,558) (2,837) (16,386) (2,348)
Income taxes 26 70 121 293
Loss before
extraordinary gain (4,584) (2,907) (16,507) (2,641)
Extraordinary gain-net - - - 460
Net loss $(4,584) $(2,907) $(16,507) $(2,181)
Earnings (loss) per common
share-basic:
Loss before
extraordinary gain $ (1.51) $ (1.04) $ (5.51) $ (.97)
Extraordinary gain-net - - - .16
Net loss $ (1.51) $ (1.04) $ (5.51) $ (.81)
Earnings (loss) per common
share-diluted:
Loss before
extraordinary gain $ (1.51) $ (1.04) $ (5.51) $ (.97)
Extraordinary gain-net - - - .16
Net loss $ (1.51) $ (1.04) $ (5.51) $ (.81)
See accompanying notes to consolidated financial statements
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the nine months ended March 31, 1999
($ in thousands)
(unaudited)
Additional
Common Paid-In Deferred Accumulated
Stock Capital Compensation Deficit Total
Balance June 30, 1998 $ 3 $55,512 $(326) $(35,149) $ 20,040
Net loss - - - (16,507) (16,507)
Exercise of Warrants - 3 - - 3
Deferred compensation - 264 (264) - -
Amortization of deferred
compensation - - 423 - 423
Balance March 31, 1999 $ 3 $55,779 $(167) $(51,656) $ 3,959
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
Nine months ended
March 31,
1999 1998
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(16,507) $(2,181)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 2,033 1,768
Gain on sale of manufacturing operations - (3,700)
(Gain) loss on disposition of
property, plant and equipment (103) 10
Inventory provisions 2,178 774
Extraordinary gain - (460)
Other noncash items - 16
Changes in assets and liabilities:
Accounts receivable 3,214 (32)
Inventories 3,568 (1,927)
Prepaid expenses and
other current assets 2,368 (1,578)
Other assets 142 (19)
Trade payables (2,264) 1,077
Accrued liabilities and income taxes
payable 274 (2,672)
Postretirement benefits and pension
liability (1,561) (1,570)
Other long-term liabilities (2,366) -
Net cash used in
operating activities (9,024) (10,494)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property,
plant and equipment 103 100
Proceeds from the sale of
manufacturing operations - 14,719
Capital expenditures (440) (1,804)
Net cash provided by (used in)
investing activities (337) 13,015
Increase (decrease) in
cash and cash equivalents (9,361) 2,521
Cash and cash equivalents:
Beginning of period 15,293 21,985
End of period $ 5,932 $24,506
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
($ 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, 1998 as
contained in the Company's Annual Report on Form 10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting periods. Actual results could differ from those
estimates.
NOTE 2 - 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 March 31, 1999 and June 30, 1998,
the Company had recorded liabilities of approximately $1,804 and $1,889,
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
accurately 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 at the Owner/Operator Sites stems from groundwater
contamination at the Cortlandville Site and soil contamination at the
Groton Site. The remediation program at the Cortlandville Site consists of
round-the-clock pumping and filtering. The soil venting with a soil
infiltration injection system for the Groton Site remediation is now
reduced to periodic soil and water sampling. A decommissioning plan for
the Groton Site has been approved and decommissioning activities have
commenced. 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. See Note 7 - Sale of Property, Plant and Equipment.
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 operations.
The ultimate determination of taxes payable is pending the outcome of
certain legal entity reconfigurations within the Company's worldwide
structure. The reconfigurations are expected to be finalized prior to June
30, 1999. Based on the status of the related actions, management believes
that the amount recorded as taxes payable will exceed the amounts
ultimately due. The Company will await final resolution of this matter
before making any adjustment required to taxes payable.
The Company's current procurement contract for typewriters and related
supplies and accessories provides for retroactive price increases in
certain circumstances including shortfalls in actual purchases versus those
forecasted. Due to shortfalls from forecasted purchases the Company has
incurred approximately $2,444 in retroactive price increases for the nine
months ending March 31, 1999 which includes an estimated additional $800
relating to expected shortfalls in the fourth quarter. The Company
continues discussions with its supplier to eliminate, along with other
contractual items, the retroactive price increase provisions of the
contract particularly for the remainder of this fiscal year. The ultimate
retroactive price increase for the three months ending June 30, 1999
depends on the actual level of purchases, the outcome of discussions with
its supplier and the outcome of certain other contract provisions.
NOTE 3 - INVENTORIES
A summary of inventories, by major classification and net of reserves, is
as follows:
March 31, June 30,
1999 1998
Raw materials and work-in-process $ 304 $ 91
Finished goods 9,349 15,308
Total $ 9,653 $15,399
NOTE 4 - EARNINGS (LOSS) PER SHARE
The following tables reconcile the numerators and denominators of the basic
and diluted (loss) per share for the loss before extraordinary gain
presented in the Consolidated Statements of Operations:
Three months ended March 31, 1999
Loss Shares Per-Share
(Numerator) (Denominator) Amount
Basic Loss per Share
Loss before extraordinary gain $(4,584) 3,028 $(1.51)
Effect of dilutive securities
Warrants (a) (a)
Stock Options (b) (b)
Restricted Stock - (c)
Diluted Loss per Share
Loss before extraordinary gain $(4,584) 3,028 $(1.51)
Note 4 - LOSS PER SHARE (cont.)
Three months ended March 31, 1998
Loss Shares Per-Share
(Numerator) (Denominator) Amount
Basic Income per Share
Loss before extraordinary gain $(2,907) 2,801 $(1.04)
Effect of dilutive securities
Warrants (a) (a)
Stock Options (b) (b)
Restricted Stock - (c)
Diluted Loss per Share
Loss before extraordinary gain $(2,907) 2,801 $(1.04)
Nine months ended March 31, 1999
Loss Shares Per-Share
(Numerator) (Denominator) Amount
Basic Loss per Share
Loss before extraordinary gain $(16,507) 2,998 $(5.51)
Effect of dilutive securities
Warrants (a) (a)
Stock Options (b) (b)
Restricted Stock - (c)
Diluted Loss per Share
Loss before extraordinary gain $(16,507) 2,998 $(5.51)
Nine months ended March 31, 1998
Loss Shares Per-Share
(Numerator) (Denominator) Amount
Basic Loss per Share
Loss before extraordinary gain $(2,641) 2,718 $(.97)
Effect of dilutive securities
Warrants (a) (a)
Stock Options (b) (b)
Restricted Stock - (c)
Diluted Loss per Share
Loss before extraordinary gain $(2,641) 2,718 $(.97)
(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 and, accordingly they would have an
anti-dilutive effect. All warrants expired on March 1, 1999.
(b) Options to purchase 131 shares at March 31, 1999 and 156 at March 31,
1998 of common stock at $6.13 per share were outstanding but were not
included in the computation of diluted earnings per share because the
option price was greater than the average market price of the common
shares and, accordingly they would have an anti-dilutive effect.
(c) Restricted Stock of 173 shares at March 31, 1999 and 156 shares at
March 31, 1998 would have an anti-dilutive effect in the computation.
NOTE 5 - RESTRUCTURING
In the first quarter ended September 30, 1998, the Company reevaluated
its strategy and focus and deployment of its resources to take advantage
of new and existing opportunities. As a result, management determined,
among other things, that the Company needed to continue transitioning its
administrative cost structure from that of a manufacturing company to one
of a sales and marketing company.
In connection with this strategic initiative, the Company announced a
restructuring plan on September 28, 1998 and recorded a related pre-tax
and post-tax charge of $1,324 in the nine months ended March 31, 1999.
The substantial portion of this charge relates to the severance cost
associated with the termination of approximately 130 positions, primarily
at the Company's Cortland, New York corporate headquarters. The affected
employees were identified and notified as of September 28, 1998. To a
much lesser extent the restructuring charge also includes provisions
related to a planned sale of the furnishings and equipment located at the
corporate headquarters.
In connection with the restructuring, the Company planned to sell its
facility at 839 State Route 13 South in Cortland, New York (See Note 7 -
Sale of Property, Plant and Equipment). The Smith Corona headquarters
remains in Cortland, New York but was moved in March 1999 to a more
efficient facility located at 842 Bennie Road, Cortland, New York. The
related net book value of the facility held for sale has been reclassified
to other assets on the March 31, 1999 balance sheet.
Management believes that the workforce reductions, relocation to more
efficient facilities and the continued efforts to reduce certain targeted
costs such as advertising and new product development will reduce expenses
by approximately $9,000 annually.
NOTE 6 - LOAN AND SECURITY AGREEMENT
On February 10, 1999, the Company and its lender executed a waiver and
amendment to its loan and security agreement (the "Loan and Security
Agreement"). Pursuant to the provisions of the waiver and amendment, the
Company must maintain an adjusted net worth, as defined, of not less than one
dollar through June 29, 1999 and $2,000 thereafter. Management believes that
it will have adequate financing flexibility under the Loan and Security
Agreement, as amended.
NOTE 7 - SALE OF PROPERTY, PLANT AND EQUIPMENT
On April 2, 1999, the Company completed the sale of its 422,000 square-foot
former manufacturing facility and tool room equipment and operations.
Additionally, the buyer agreed to complete operation, maintenance, monitoring,
shutdown and post-shutdown activities of the remediation systems at the
Cortlandville Site. Although the buyer agreed to complete such remediation
activities, the Company remains the primary obligor with the environmental
authorities and as such will continue to carry the associated estimated
liability for remediation activities on its balance sheet. The net cash
proceeds from the sale were approximately $2,089 and the Company expects to
record a fourth quarter pre-tax and post-tax gain of approximately $365 from
the transaction.
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
A number of significant events occurred during the nine months ended March
31, 1999, as Smith Corona continued its transition from a manufacturing
company to a sales and marketing organization. In October 1998, Martin D.
Wilson began serving as senior vice president and chief financial officer
of the Company. In November, the Company appointed John A. Bermingham, an
executive experienced in consumer electronics and office product
management, to the position of president and chief executive officer. In
December 1998, Vincent T. Abbatiello was named vice president of sales.
During the second and third quarter, the management team continued
implementing the restructuring plan announced in late September. Staff
streamlining in conjunction with the 60-day notice period began in late
November and continued through the third quarter, resulting in the
elimination of approximately 130 positions. During the second quarter, the
Company also executed a lease for a 30,000 square-foot office site located
in Cortland, New York and the relocation of headquarters occurred in March
of 1999.
The Company continues to refine its business plan which calls for the
expansion and diversification of its product lines with a renewed emphasis
on building on the market's recognition of the Smith Corona brand in
printed document and data transmission. The Company believes it can
strengthen its global business in typewriter and related accessories and
supplies and headsets by expanding its sales capabilities and by revising
its marketing programs.
In keeping with its history of marketing products related to printed
document production, the Company is also negotiating with numerous
suppliers to expand product lines and develop new product lines in speech
recognition products, inkjet printer supplies and digital photo printers
and supplies. As a result the Company has de-emphasized its domestic
telephony and facsimile products.
The Company anticipates introducing the first of these newly sourced
products in the first quarter of fiscal 2000. The Company intends to rely
on its existing distribution network to market its products to the small
office/home office (SOHO) market, as well as expand to new channels of
distribution and to increase its emphasis on international markets. The
Company's success depends on its ability to successfully source, market and
sell its products while continuing to implement cost controls to keep
expenses in line with revenues.
Net sales of $11.9 million for the quarter ended March 31, 1999 decreased
21.2 percent from last year's third quarter net sales of $15.1 million.
For the nine month period ended March 31, 1999, net sales were $35.8
million, a 23.7 percent decrease from last year's comparable period of
$46.9 million. Unit sales of typewriters and related accessories and
supplies are lower than a year ago, as a result of a shrinking market and a
continuing difficult and competitive environment. However, industry data
indicates that the rate of decline is slowing to single digit levels. The
lower volumes are partially offset by newly sourced product net sales of
$2.1 million for the three months ended March 31, 1999 and $5.7 million for
the nine months ended March 31, 1999. The prior year comparable three and
nine month periods ended March 31, 1998 included $1.5 million and $2.0
million, respectively, in newly sourced product sales.
Gross margin, as a percentage of net sales, was (2.7) percent for the third
quarter ended March 31, 1999, as compared to 29.8 percent for the
comparable period last year. For the nine months ended March 31, 1999 the
gross margin as a percentage of net sales was (0.1) percent as compared to
26.7 percent last year. Gross margins in the three and nine months ended
March 31, 1999 were negatively affected by clearance sales of low-end
telephony and facsimile products. In the fourth quarter of the Company's
1998 fiscal year competitors began reducing market prices for the low-end
telephony and facsimile products. These sharp price declines resulted in
the Company having to reduce its low-end telephony and facsimile product
pricing and record related inventory writedowns at the end of fiscal year
1998 and during the first nine months of fiscal year 1999. The nine months
ended March 31, 1999 was adversely impacted by a charge of approximately
$2.2 million for additional inventory related writedowns. In the third
quarter a substantial portion of the remaining low-end telephony and
facsimile products inventory were sold and therefore, gross margins are
expected to increase in the fourth quarter.
The Company's current procurement contract for typewriters and related
supplies and accessories provides for retroactive price increases in
certain circumstances including shortfalls in actual purchases versus those
forecasted. Due to shortfalls from forecasted purchases, the Company has
incurred approximately $2.4 million in retroactive price increases for the
nine months ending March 31, 1999 which includes an estimated additional
$.8 million relating to expected shortfalls in the fourth quarter. The
Company continues discussions with its supplier to eliminate, along with
other contractual items, the retroactive price increase provisions of the
contract particularly for the remainder of this fiscal year. The ultimate
retroactive price increase for the three months ending June 30, 1999
depends on the actual level of purchases, the outcome of discussions with
its supplier and the outcome of certain other contract provisions.
Selling, general and administrative expenses for the three and nine months
ended March 31, 1999 were $4.6 million and $15.4 million as compared to
$7.7 million and $19.8 million last year. The decrease in spending from
the prior year was primarily associated with sharp declines in spending to
support development and advertising of newly sourced products along with
reduced expenses associated with the September 1998 restructuring action.
In the first quarter ended September 30, 1998, the Company reevaluated
its strategy and focus and the deployment of its resources to take
advantage of new and existing opportunities. As a result of this
evaluation, management determined, among other things, that the
Company needed to continue transitioning its administrative cost
structure from that of a manufacturing company to one of a sales and
marketing company.
In connection with this strategic initiative, the Company announced a
restructuring plan on September 28, 1998 and recorded a related pre-tax
and post-tax charge of $1.3 million in the nine months ended March 31,
1999. The substantial portion of this charge relates to the severance
cost associated with the termination of approximately 130 positions,
primarily at the Company's Cortland, New York corporate headquarters.
The affected employees were identified and notified on September 28,
1998. To a much lesser extent the restructuring charge also includes
provisions related to a planned sale of the furnishings and equipment
located at the corporate headquarters.
In connection with the restructuring, the Company planned to sell its
Cortland facility at 839 State Route 13 South, Cortland, New York. The
facility sale was completed on April 2, 1999 as further described below.
The Smith Corona headquarters remains in Cortland, New York but was moved
in March 1999 to a more efficient facility located at 842 Bennie Road,
Cortland, New York. The related net book value of the facility held for
sale has been reclassified to other assets on the March 31, 1999 balance
sheet.
Management believes that the workforce reductions, relocation to more
efficient facilities and the continued efforts to reduce certain targeted
costs such as advertising and new product development will reduce expenses
by approximately $9.0 million annually.
The Company believes its products and major operating systems are year 2000
compliant. The Company is in the process of gathering information
concerning the year 2000-compliance status of its suppliers. In the event
that any of the Company's significant suppliers do not successfully and
timely achieve year 2000 compliance, the Company's business could be
adversely affected. Any significant disruption of the Company's ability to
communicate electronically with its business partners could negatively
impact the Company's business.
Financial Condition
The Company's primary source of liquidity and capital resources, on both a
short- and long-term basis, are cash balances and available borrowing
capacity.
On February 10, 1999, the Company and its lender executed a waiver and
amendment to its loan and security agreement (the "Loan and Security
Agreement"). Pursuant to the provisions of the waiver and amendment, the
Company must maintain an adjusted net worth of not less than one dollar
through June 29, 1999 and $2.0 million thereafter. Management believes
that it will have adequate financing flexibility under the Loan and
Security Agreement, as amended.
During the nine months ended March 31, 1999, the Company's operating
activities used $9.0 million of cash, primarily as a result of the net
loss. Accounts receivable decreased $3.2 million, which corresponds with
the sales activity levels in the period. The net decrease in inventories
of $3.6 million was primarily due to the clearing out of low-end telephony
and facsimile products. Capital expenditures for the nine months ended
March 31, 1999 were $.4 million and are primarily related to new product
tooling and the office renovation of its new facility. The Company had no
material commitments for additional capital expenditures at March 31, 1999.
On April 2, 1999, the Company completed the sale of its 422,000 square-foot
former manufacturing facility and tool room equipment and operations.
Additionally, the buyer agreed to complete operation, maintenance,
monitoring, shutdown and post-shutdown activities of the remediation
systems at the Cortlandville Site. Although the buyer agreed to complete
such remediation activities, the Company remains the primary obligor with
the environmental authorities and as such will continue to carry the
associated estimated liability for remediation activities on its balance
sheet. The net cash proceeds from the sale were approximately $2.0 million
and the Company expects to record a fourth quarter pre-tax and post-tax
gain of approximately $.3 million from the transaction.
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
- - Contingencies" 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
10.1 Waiver and Amendment to Financing Agreement dated
February 10, 1999
10.2 Amendment to Loan and Security Agreement dated April
1, 1999
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
May 13, 1999
By: /s/ Martin D. Wilson
Martin D. Wilson
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
10.1 Waiver and Amendment to Financing Agreement dated
February 10, 1999
10.2 Amendment to Loan and Security Agreement date April 1,
1999
27 Financial Data Schedule
February 10, 1999
Smith Corona Corporation
839 Route 13 South
Cortland, New York 13045
Re: Waiver and Amendment to Financing Agreement
Gentlemen:
Reference is made to the financing arrangements between
Congress Financial Corporation ("Lender") and Smith Corona
Corporation ("Borrower") pursuant to the terms of the Loan and
Security Agreement, dated as of February 28, 1997, between
Borrower and Lender (the "Loan Agreement" and, together with any
supplements thereto and all other agreements, documents and
instruments between Borrower and Lender relating thereto, as the
same have heretofore been amended, or as same have
contemporaneously been or may be hereafter amended, modified,
supplemented, extended, renewed, restated or replaced,
collectively, the "Financing Agreements"). Capitalized terms
used herein shall have the meanings ascribed thereto in the Loan
Agreement and in the other Financing Agreements, unless otherwise
defined herein.
In consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the
parties hereto agree as follows:
1. Adjusted Net Worth. Lender hereby waives the default
by Borrower under Section 9.13 of the Loan Agreement ("Adjusted
Net Worth") until and including the date immediately prior to the
date hereof. Effective as of the date hereof, existing Section
9.13 of the Loan Agreement shall be deleted and the following
inserted in its stead:
"9.13 Adjusted Net Worth. Borrower shall, at all
times, maintain Adjusted Net Worth of not less than (a)
one ($1.00) dollar until June 29, 1999, and (b)
$2,000,000 at June 30, 1999 and at all times
thereafter."
2. Inventory Advance Rate. Section 2.1(a)(ii) of the
Loan Agreement shall be and is hereby amended by (a) deleting both
references to "fifty (50%) percent" therein and inserting "forty-
five (45%) percent" in their stead, and (b) inserting the
following provision immediately after clause (B) thereof and
before the words "provided, however":
"or (C) eighty (80%) percent of the amount equal to the
product of the cost of Eligible Inventory multiplied by
the percentage of the net orderly liquidation value to
the cost of the various types of such Eligible
Inventory as set forth in the most recent appraisal
received by Lender pursuant to Section 7.3(d) of this
Agreement,".
3. Letter of Credit. Section 2.2(c)(i) of the Loan
Agreement shall be and is hereby amended by deleting the
reference to "fifty (50%) percent" therein and inserting "fifty-
five (55%) percent" in its stead. Section 2.2(d) shall be and is
hereby amended by deleting the figure of "$10,000,000" and
inserting "$5,000,000" in its stead.
4. Appraisals. Section 7.3(d) of the Loan Agreement
shall be and is hereby amended by deleting the words "once in any
calendar year" and inserting the words "twice in any calendar
year" in their stead.
5. SOHO Inventory. Borrower's inventory consisting of
cordless telephones, voice recorders, headsets, teleassistants
and telecopy machines and similar small office/home office types
of goods and components thereof ("SOHO Inventory") shall not be
deemed to be Eligible Inventory, except in Lender's sole
discretion, but nevertheless shall be part of the Collateral;
provided, however, SOHO Inventory shall not be deemed to include
Inventory consisting of headset and multi-handset phone systems
and, except in Lenders' sole discretion, the aggregate
outstanding Loans available to Borrower in respect of such
Inventory shall not exceed $600,000.
6. Waiver and Amendment Fee. In consideration of the
foregoing and Lender's agreements hereunder, Borrower shall pay
to Lender a waiver and amendment fee in the amount of $25,000,
which shall be fully earned and due and payable on the date
hereof, and which may be charged by Lender to Borrower's Loan
account with Lender.
7. Representations, Warranties and Covenants. In
addition to the continuing representations, warranties and covenants
heretofore or hereafter made by Borrower to Lender pursuant to
the Financing Agreements, Borrower hereby represents, warrants
and covenants with and to Lender as follows (which
representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) No Event of Default exists or has occurred and
is continuing on the date hereof, after giving effect to the terms
of this Waiver and Amendment.
(b) This Waiver and Amendment has been duly executed
and delivered by Borrower and is in full force and effect as of
the date hereof, and the agreements and obligations of Borrower
contained herein constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in
accordance with their terms.
8. Effect of this Waiver and Amendment. This Waiver and
Amendment shall be effective upon execution by Lender and
Borrower and contains the entire agreement of the parties with
respect to the subject matter hereof and supersedes all
correspondence, memoranda, communications, discussions and
negotiations with respect thereto. No existing defaults or
Events of Default and no rights or remedies of Lender have been
or are being waived hereby and no changes or modifications to the
Financing Agreements have been or are being made or are intended
hereby, except as expressly set forth herein, and in all other
respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the
date hereof. In the event that any term or provision of this
Waiver and Amendment conflicts with any term or provision of the
Financing Agreements, the term or provision of this Waiver and
Amendment shall control.
9. Counterparts. This Waiver and Amendment may be
executed and delivered in counterparts.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Keith Holler
Title: Asst. Vice President
AGREED AND ACCEPTED:
SMITH CORONA CORPORATION
By: /s/ Martin D. Wilson
Title: Sr. Vice President
Chief Financial Officer
April 1, 1999
Smith Corona Corporation
839 Route 13 South
Cortland, New York 13045-0990
Re: Amendment to Loan And Security Agreement
Gentlemen:
Reference is made to the financing arrangements between
Congress Financial Corporation ("Lender") and Smith Corona
Corporation ("Borrower") pursuant to the terms of the Loan and
Security Agreement, dated February 28, 1997, between Lender and
Borrower (the "Loan Agreement" and, together with any supplements
thereto and all other agreements, documents and instruments
between Borrower and Lender relating thereto as the same have
heretofore or contemporaneously been or may be hereafter amended,
modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Financing Agreements"). Capitalized terms
used herein shall have the meanings assigned thereto in the Loan
Agreement and in the other Financing Agreements, unless otherwise
defined herein).
In consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the
parties hereto agree as follows:
1. Definitions.
(a) Amendments to Definitions.
(i) Section 1.36 ("Mortgage") of the Loan
Agreement is hereby deleted in its entirety and the following
substituted therefor: "1.36 Intentionally Omitted";
(ii) Section 1.44 ("Real Property") of the Loan
Agreement is hereby amended by (A) deleting the comma at the end
of the third line thereof and substituting a period therefor and
(B) deleting the following language appearing in the fourth and
fifth lines thereof: "including without limitation, the real
property and related assets more particularly described in the
Mortgage located in Cortland, New York."
(b) Additional Definition. As used herein, the
following term shall have the meaning given to it below and the
Loan Agreement and the other Financing Agreements are hereby
amended to include, in addition and not limitation, the following
definition:
"Special Availability Reserve" shall mean the
Availability Reserve established by Lender
upon the closing of the sale by Borrower of
its real property located in Cortland, New
York in an amount equal to $750,000."
2. Amendment to Loan Agreement. Section 9.5 ("Insurance")
of the Loan Agreement is hereby amended by deleting the following
language appearing in the seventh sentence thereof: "except as
otherwise provided in the Mortgage with respect to the Real
Property,".
3. Consent. Subject to the terms and conditions set forth
herein, Lender hereby (a) consents to the sale by Borrower of its
Real Property located in Cortland, New York, more particularly
described in the Mortgage, Security Agreement and Fixture Filing,
dated February 28, 1997, by Borrower in favor of Lender (the
"Cortland Property") and the equipment described on Schedule A
hereto (collectively, the "Sold Equipment") and (b) agrees to
release its mortgage on the Cortland Property and its security
interest in the Sold Equipment concurrently with the sale thereof
by Borrower; provided, that: (i) such sale shall have occurred by
no later than April 9, 1999; (ii) the amount of net cash proceeds
received by or payable to Borrower from such sale shall be not
less than $2,000,000 (the "Sale Amount"), which Sale Amount shall
be sent by wire transfer directly to Lender for application to
the then outstanding Obligations (including principal, interest,
fees, costs and expenses) of Borrower to Lender (including
Borrower's Obligations to Lender under the Term Note) in such
order and manner as Lender shall determine; and (iii) effective
upon the receipt of the Sale Amount, Lender may establish the
Special Availability Reserve.
4. Representations, Warranties and Covenants. In addition
to the continuing representations, warranties and covenants
heretofore or hereafter made by Borrower to Lender pursuant to
the Financing Agreements, Borrower hereby represents, warrants
and covenants with and to Lender as follows (which
representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) On or about the date hereof, Borrower has sold the
Cortland Property to S.C.W.P., LLC. ("Purchaser") and on or about
the date hereof all of the proceeds of such sale have been or
shall be remitted to Lender for application to the Obligations in
accordance with Section 3 hereof. The net cash proceeds from the
sale of the Cortland Property are not less than the Sale Amount.
(b) As of the date hereof, and after giving effect to
the sale of the Cortland Property, the security interests in and
liens upon the Collateral of Lender are and shall continue to be
in full force and effect, except for such liens upon the Cortland
Property.
(c) Borrower shall cause all amounts at any time
payable to it for the sale of the Cortland Property to be paid by
Purchaser directly to Lender for application to the Obligations
in such order and manner as Lender shall determine.
(d) In the event Borrower receives any amounts at any
time after the date hereof for the sale of the Cortland Property,
such amounts shall be collected by Borrower and held by it in
trust for Lender and shall, within one (1) Business Day of
receipt be remitted to Lender in the form received, with any
necessary assignments or endorsements, for application to the
Obligations in such order and manner as Lender shall determine.
(e) Borrower is leasing back a portion of the Cortland
Property, after the sale thereof as described above, solely for
the purpose of storing certain of Borrower's books and records
from its prior fiscal years and not for any other purpose,
including, without limitation, the storage or location of
Borrower's Inventory or Equipment at the Cortland Property.
(f) As of the date hereof, and after giving effect to
the sale of the Cortland Property, no Event of Default exists or
has occurred and is continuing, and no event has occurred or
condition exists and is continuing which, with notice or passage
of time or both, would constitute an Event of Default.
(g) This Amendment has been duly executed and
delivered by Borrower and is in full force and effect as of the
date hereof, and the agreements and obligations of Borrower
contained herein constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in
accordance with its terms.
5. Conditions Precedent. The effectiveness of the consent
in Section 3 hereof and the amendments contained herein shall be
subject to the satisfaction of all of the following conditions
precedent in a manner satisfactory to Lender and its counsel:
(a) all representations and warranties contained
herein shall be true and correct;
(b) Lender shall have received an original of this
Amendment, duly authorized, executed and delivered by Borrower;
(c) Lender shall have received the Sale Amount.
6. Effect of this Amendment. This Amendment shall be
effective upon execution by Lender and Borrower and contains the
entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous
correspondence, memoranda, communications, discussions and
negotiations with respect thereto. No changes or modifications
to the Financing Agreements have been or are being made or are
intended hereby, except as expressly set forth herein, and in all
other respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the
date hereof. In the event that any term or provision of this
Amendment conflicts with any term or provision of the Financing
Agreements, the term or provision of this Amendment shall
control.
7. Governing Law. The rights and obligations hereunder of
each of the parties hereto shall be governed by and interpreted
and determined in accordance with the laws of the State of New
York.
8. Headings. The headings listed herein are for
convenience only and do not constitute matters to be construed in
interpreting this Amendment.
9. Binding Effect. This Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their
respective successors and assigns.
10. Counterparts. The Amendment may be executed in any
number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. In making
proof of this Amendment, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of
the parties hereto.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Keith Holler
Title: Asst. Vice President
AGREED AND ACCEPTED:
SMITH CORONA CORPORATION
By: /s/ Martin D. Wilson
Title: Sr. Vice President
Chief Financial Officer
Schedule A
Asset Number Description
3221 "Johansson ram type drill press. PDF, power ram,
power table up, 33 - 1400 rpm (8), 20"" X 38""
work table, 24"" ram travel, 2hp spindle motor, 3-
60-220 "
3413 "Japax Japt 3FM wire EDM, model LXE 50 s/n 145-01-
076 complete with FE-03 power supply and
Dialectric coolant unit PW20E, 1985"
3423 "Parker Majestic hydraulic ID-OD universal
cylindrical grinder, 12"" swing, 20"" centers, 1.5
hp wheelhead, 1 hp workhead, Sony 2-axis DRO,
coolant, lube, s/n 2470-1-C87"
3517 "Parker Majestic 612 hand feed surface grinder, 6""
X 12"" electro-magnetic chuck, 1.5 hp spindle,
coolant, s/n 5389 YM-88, 3/60/220-440"
3532 "Monarch VMC 45, 42"" X 18-1/2"" table, GE Fanuc 11
control, 40 tool changer, s/n 88339, 3/60/220,
1988"
3604 "Reid-Fayscott model 618 hyd/DF surface grinder,
plunge feed, Walker 6"" X 18"" electro-magnetic
chuck with control, Accurite III DRO, 1hp, s/n
30128FC, 3/60/220-440"
3696 "Elox Heritage #12 ram type EDM sys 11 CEF 50
control, s/n 004855"
3805 "Wells W914 horizontal bandsaw, up to 300 fpm,
power up & down, 1 hp, unload roller conveyor,
manual, s/n W-914653, 3/60/220-440"
3808 "Charmilles Robofill 4000 wire EDM, Robofill
control, model 1.0046, RemCor cooling system, s/n
73215, 3/60/440"
3818 "Compumill 3000 CNC vertical mill, 2 hp head, 4000
rpm variable, #30 quick change spindle nose, 3-
axis, Dynapath 20-ME Delta Series CNC control, "
3932 "Bridgeport EZ Trak-SX vertical milling machine, 2
hp milling head, 4200 rpm variable, EZ Trak -SX
control, s/n 264100E, 3/60/220-440"
3933 "Brideport EZ Trak-SX vertical milling machine, 2
hp milling head, 4200 rpm variable, EZ Trak-SX
control, s/n 264123E, 3/60/220-440"
3973 "Okamoto model ACC 8-20DX hydraulic surface
grinder, incremental & plunge feeds, 8"" X 20""
Walker Electro-manetic chuck with control,
vertical postioning display, 8"" X 1"" grinding
wheel 8000sfm, coolant tank with Magclean, s/n
62249, 3/60/220-440"
3997 "Agie Elox Mondo 3, Agie Futura II control, s/n
001015, 1993"
4023 "Elox Heritage #8 ram type EDM, type sys 11 CEF 50
control, s/n 004875"
4025 "Charmilles Robofill 200 wire EDM, Robfill 200
control, model 8.0237, Ebb filter, s/n 20653,
3/60/420"
398801 "Econo-line sandblast cabinet, 48" X 22" cabinet,
10" X 22" window, 2 hand w/ recovery unit & dust
collector. "
398802 "Econo-line sandblast cabinet, 24" X 20"
cabinet, 9.5" X 4" window, 2 hand "
1085 "Torit model 90 - 219 dust collector, s/n J6079,
3/60/220-440"
1410 "Leblond engine lathe, 15" swing X 52" centers,
45 - 1800 rpm geared drive, threading, 2-3/8"
spindle hole, coolant, tooling, s/n 126208,
3/60/220-440"
1890 "Diacro model #24 shear, lever operated, 24""
width, 16 ga capacity, S/N 5121"
2214 "Bliss model 21M, 45 ton, air cushion, air actuated
brake, s/n H38848, 3/60/220-440"
2091 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-6692-3"
2340 "Engleberg 4"" abrasive belt grinder, 1hp,
3/60/220-440"
2334 "Mitsui type 407 3-axis hydraulic die block
surface grinder, 15"" X 27"" Walker electro-
magnetic chuck with neutrol, over the wheel
hydraulic dresser, coolant, lube, control panel,
s/n 565"
2800 "Worcester 618 hydraulic surface grinder, 6" X
18" Walker electro-magnetic chuck with neutrol,
8" wheel, coolant tank, 2 hp spindle, s/n S3-
35033-82, 3/60/220-440"
2904 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-6329-3"
2951 "Medina model B tool makers grinder, sweep type,
8" X 15" pm magnetic chuck, 4" X 8" pm
magnetic chuck, 7" cup wheel, s/n 317, 3/60/220"
6626 "Bridgeport series I vertical miil, 2 hp head, 4200
rpm variable, 42"" table, servo feed, chrome
plating, 2 axis DRO, JIC box push button control,
s/n 250866, 3/60/220-440"
3079 "Jones & Lamson model TC14, Nova light, reflection,
Sony 2 axis DRO,"
4206 "Sunnen hone, 200 - 1600 rpm, 1/2 hp, mandrels, s/n
44732, 3/60/220-440"
4471 "DoAll vertical band saw, model 1612, 125" blade
length, 50 - 5200 fpm, 24"" square tilting table,
16" throat, blade welder model DBW-15, s/n 287-
69158, 3/60/220-440"
4785 "Monarch floor model 2F-15 drill press, 30"" swing,
power table up, 300 - 1800 rpm, 24"" X 26"" table,
2 speed motor, 1.5 hp, 3/60/220"
14815 "Moore #3 jig grinder, 10"" X 19"" table, 3
grinding heads, s/n 7332, 3/60/220"
5760 "Torit model 75 dust collector s/n D1122, 1/60/115"
6005 "Nugier model H80-7 80 ton hydraulic H-frame press,
48" between housings, 42"" height, s/n 916076"
6059 "Moore #2 jig bore, 10.5" X 19.5" table, quick
count 2 axis DRO, 1 & .5 hp, 3/60/440 tool
cabinet"
6077 "Wilton floor model drill press, type 24204, 24""
swing, (8) 85 - 1460 rpm, 21"" X 15"" tilting
table, 3/60/440, s/n 52447"
6091 "Trubor injection molding machine, model
75 RS 3-1/2CV, 75 ton, 3 0z, 20 hp, s/n 7772-1,
3/60/440, 1977"
6250 "OGP 30 Opticom optical comparator, Opticom
Qualifier 30, Quada-Check 2000, reflection"
6290 "Eltee Pulsitron model EP30 EDM, Eltee control, s/n 522"
6388 Demagnetizer model 10457800
6407 "Bridgeport series I vertical miil, 1.5hp head,
4200 rpm variable, 42"" table, servo fed, chrome
plating, Accurite 2 axis DRO, s/n 117648,
3/60/220-440"
576001 "Torit model 75 dust collector, 1 hp, 3/60/220, s/n 7031"
298 "Crown #12 walk behind pallet truck, model 3WRTG,
3000 lb capacity, s/n W-10435"
2129 "Black & Decker 6"" double end pedestall grinder,
1/4 hp, 1/60/115"
2576 "Rockwell 1"" abrasive belt grinder"
2594 "Diacro 6"" corner notcher, lever operated, s/n 1856"
3129 "Stanley Type 257 DE bench grinder, 7"" wheel, s/n G77728A"
3686 "Brierley end mill - tool grinder, model ZB-50, 6""
Pratt 6 jaw chuck, .55 Kw, s/n 506-M-1419,
3/60/220-380-440"
26461 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-9840-3"
8030 "Rowe model B-10/2J coil cradle 2000 lb capacity,
10" X 40" coil capacity, s/n 21-333"
N/A "Eltee Pulsitron model EP30 EDM, Eltee control, s/n 692"
N/A "Parker-Majestic 618 hand feed surface grinder,
6" X 18" Walker pm chuck, power up & down to
spindle, 2 hp spindel, Parker Multiple Spindle
Unit (4) 2200 - 3400 rpm, coolant, lube, s/n 3867-
7B-81, 3/60/220-440"
N/A "Baldor 6"" DE pedestal grinder"
N/A "Baldor DE tool grinder
N/A "Linde Hiliarc model 250HF stick type arc welder,
current range low 5 - 60A, high 20 - 320A, input
208-230/460V 60cy 1ph, output 79-72/30V 250a,s/n
B87G67202"
N/A "State 20"" disc grinder on stand, 2 hp, 1/60/115"
N/A "Whitlock Dryer, model 50CL, s/n 7340712, 3/60/440"
N/A "Bridgeport series I vertical miil, 2hp head, 4200
rpm variable, 42"" table, servo fed, Pathfinder 10
- 2 axis DRO, s/n 185356, 3/60/220-440"
5423 "Bridgeport series II vertical mill, 4hp head, 3500
rpm variable, #40 Quick change spindle, 11" x
60" table chrome, 3 axis power feed, S/N 1015,
3/60/220/440"
6407 "Bridgeport series I vertical mill, 1/5 hp head,
4200 rpm variable, 42"" table chrome, Accurite 2
axis Dro, S/N 117648, 3/60/220/440"
2999 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-9840-3"
N/A "Hardinge Model TM-UM Horizontal Mill, (8) 110-1850
RPM, 6.5"" x 23.5 swivel table, Servo fed, overarm
& support, 1HP, 3/60/230, cross slide, tailstock,
5C collets, 230 - 3500 rpm, 3/60/440, s/n DV-59-9840-3"
3515 "Minster model p2-100-48 Piecemaker straight side
press, 100-300SPM, 2"" stroke,4"" Adj, 19"" SH,
48" x 31" Bolster, AIC Clutch control panel, S/N
P2-100-115937, 3/60/220/440"
2287 "Producto hand tapper, s/n 2336947"
N/A "6"" DE pedestal grinder"
2324 "Thor heavy duty 10"" pedestal grinder"
N/A "Black Diamond model 1B drill grinder, 1/32" -
11/32", 1/3 hp, s/n 18285"
N/A "Dumore tool post grinder s/n 6365, on bench"
N/A "Kalamazoo abrasive cut-off saw, 10"" wheel, quick
acting vise, 5 hp, 3/60/230-460"
N/A "7 computers -2 WITH Auto CAD, 2 with Master CAM,
and 3 Personal Computers (PC's)" "$2,500.00 "
N/A "Deckel model SO tool grinder, s/n 73-15097, 3/60/220"
N/A 4 Hand Winch lift trucks
N/A "32 Lista & Vidmar Toolmaker work benches, maple tops"
N/A "Johnson HT Furnace, Anvil,2 Dip tanks"
N/A "Acting Vise, 5 HP, 3/60/230-460"
N/A Welding bench & supplies
N/A Miscellaneous granite surface plate
N/A Miscellaneous Troyke rotary tables - various sizes
N/A Miscellaneous machine vises
N/A "Miscellaneous steel, aluminum and screws in the Toolroom crib area"
N/A All existing inspection related items
N/A 10 steel work benches
N/A Tops
N/A All existing Toolroom office furniture
Schedule A continued
Computer room and floor
Computer room HVAC & COMPUTER FLOOR
Water coolers
H.R. & Ron Capone Offices
Long wall from rest rooms to factory
Bulletin Boards
Coat Rooms racks
All plant construction drawings
All phones on walls
Tool Room offices
All items, equipment, tools in Maintenance department
including benches, welding equipment and booth (2) lathes,
(2) drill presses, air compressor, 2 fork lifts (1 Clark
model P-50) other to be identified, all maintenance
supplies, press, bandsaw, all fluorescent bulbs, all
ladders.
Model Room paint booth
Dimension 2000PBX phone system
Floor scale
Hi Jackers (all)
Closed loop cooling system
Barrel Crusher
All items, supplies and tools in Boiler Room
Press breaks
All air compressors
Emergency Lighting System
All maintenance tools
For tractor and all accessories including bursh hog and
bucket
1990 Chevrolet _ ton 4x4 pick up truck with fisher plow
John Deere yard tractor with all accessories including snow
equipment and mower deck
All wood shop tools, equipment and supplies
Joy air compressor
3 portable offices
All Cafeteria equipment presently on premises including
coolers, cooking and serving equipment
75 Chairs in Cafeteria, 10 tables
10 Letter size 4 drawer upright filing cabinets
10 Large office desks
All office equipment locked up in caged area in rear of
building
CAFETERIA INVENTORY 2/8/99 UPDATED 3/29/99
THIS INVENTORY IS TO THE BEST OF OUR KNOWLEDGE
19 Tables 6X3
19 Tables 3X3
48 Blue Chairs
3 Red Chairs
36 Salt & Pepper Sets
20 Trays
1 Server with Microwave - Fold Down Sides 28"X7'.4"
1 Napkin Dispenser
1 Silverware Holder - for Plastic
1 Silverware Holder - Silverware stands up in round cups
2 Server 2 folding sides (FF Warmer) 28X28
1 Tray & Silverware Holder
2 Cold Storage Refrigerators
1 Rolling Cart 32X32
1 Cold Serving Table with Folding Sides 5'
1 4 Slice Toaster
1 Pl ant Stand
1 Fr ench Fryer & Grill
2 French Fry Pans
1 Heat Lamp & Stand - 2 Lamps
1 Serving Table with Folding Sides 42X28
1 Hot Serving Table with Folding Sides 60X28
2 Industrial Can Openers
2 Large Pots with Lids
5 Oven Racks - Go in Stoves
1 Ice Tea Server
2 Hot Soup Servers
2 Bagel Holders
2 Old Cash Registers
7 Baker Racks
1 Committee Freezer
1 Stainless Steel Sink & Counter
2 Stainless Steel Tables 32X24
1 Large Industrial Doe Mixer
1 Small Industrial Doe Mixer
2 Deep Fryers
1 Over 4 Door 6'X3'
1 Stainless Steel Vent over the stove
1 Stove & 3 Ovens
1 Stainless Steel Island with Sink
2 Paper Towel Dispensers
1 Stainless Steel Island at end of Sink
1 Stainless Steel Sink with 3 Sinks & 2 Water
4 Carts 18X27
1 Ice Machine Series 600
1 Warmer - Victoria
1 Refrigerator - Victoria
1 Stainless Steel Garbage Dispenser & Counters
1 Dishwasher
1 Stainless Steel Wall Shelf above Disposal
1 Coffee Maker 101 cups
1 Cart 18X24
2 Walk in Coolers
1 Wooden Cart & Stainless Steel Bowl - Mix by Hand Cart
11 Pairs of Tongs
18 Lg Sharp Knives
3 Lg Pizza Cutters
3 Spatulas
2 Apple Corer's
1 Meat Tenderizer
2 Egg Slicers
20 Lg Stainless Steel Spoons
2 Lg Forks
13 Ice-cream Scoops
7 Plastic Salad Forks
1 Set Measuring Spoons
1 Fruit Scoop
1 Cork Screw
1 Plastic Ladle
1 Hand Can Opener
1 Pie Server
1 Pr Shears
9 Rubber Spatulas
3 Wire Whips
12 Ladles
8 2" Hotel Pans
1 6" Hotel Pan
5 2" Hotel Pans - Small
2 6" Hotel Pans - Small
3 Soup Pots
9 Cookie Sheets
5 Cutting Boards
1 Muffin Pans
6 2" Hotel Pans with Holes
14 Dishwasher Holder for Dishes
2 Cookie Holders
2 Ice Scoops
2 8" Hotel Pans
11 2" Tins for Deli Bar Small
4 4" Tins for Deli Bar
7 8" Tins for Deli Bar
1 Small Cookie Sheet
1 Misc. Spoon for Salad Bar
7 Misc. Bowls all Sizes for Mixing
30 Knives
18 Soup Spoons
129 Tea Spoons
174 9" Plates
12 Oblong Plates
32 Cups
9 6" Sauce Dishes
140 Saucers
69 Salad Bowls
27 7 1/2" Plates
5 Creamers
4 Sugar
116 Monkey Dishes
3 12" Sauce Pans
1 10" Sauce Pan
1 16X5" Round Pan
3 12X13" Pans
3 Strainers
1 Restaurant Toaster
1 Warmer
2 Ice Machines
1 Shelf at Front of Serving Table
All Wooden Shelves in Store Rooms
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