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, 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 February 3, 2000
Common Stock, par value $.001 3,220,180
per share
SMITH CORONA CORPORATION AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets -
December 31, 1999 and June 30, 1999 1
Consolidated Statements of Operations - For the
three and six months ended December 31, 1999 and 1998 2
Consolidated Statement of Changes in Stockholders'
Equity - For the six months ended
December 31, 1999 3
Consolidated Statements of Cash Flows - For the
three and six months ended December 31, 1999 and 1998 4
Notes to Consolidated Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
December 31, June 30,
1999 1999
ASSETS (unaudited) (audited)
Current assets:
Cash and cash equivalents $ 444 $5,453
Accounts receivable (net of allowance
for doubtful accounts of $284 and
$253, respectively) 5,524 4,546
Inventories 6,759 9,356
Prepaid expenses and other current
assets 547 385
Total current assets 13,274 19,740
Property, plant and equipment, net 1,724 2,335
Other assets 160 160
TOTAL $15,158 $22,235
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 2,844 $ 4,748
Accrued liabilities 5,579 4,936
Income taxes payable 842 782
Total current liabilities 9,265 10,466
Pension liability 4,660 4,748
Postretirement benefits - 1,961
Other long-term liabilities 673 674
Total liabilities 14,598 17,849
Stockholders' equity:
Common stock 3,228,953 shares issued
and outstanding 3 3
Preferred stock, series A,
none outstanding - -
Additional paid-in capital 55,517 55,517
Deferred compensation (9) (99)
Accumulated deficit (54,951) (51,035)
Total stockholders' equity 560 4,386
TOTAL $15,158 $22,235
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share amounts)
(unaudited)
Three months ended Six months ended
December 31, December 31,
1999 1998 1999 1998
Net sales $ 7,611 $13,343 $15,892 $ 24,931
Cost of goods sold 7,952 13,548 13,857 23,597
Gross margin (341) (205) 2,035 1,334
Selling, general and
administrative expenses 3,197 5,844 5,849 11,841
Restructuring expense - 141 - 1,324
Operating loss (3,538) (6,190) (3,814) (11,831)
Interest expense(income) 18 4 12 (3)
Loss before income taxes (3,556) (6,194) (3,826) (11,828)
Income taxes 45 58 90 95
Net loss $(3,601) $(6,252) $(3,916) $(11,923)
Net loss per common
share-basic and diluted $ (1.14) $ (2.10) $ (1.27) $ (4.00)
Weighted average common
shares outstanding -
basic and diluted
(in thousands) 3,160 2,983 3,083 2,983
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, 1999
($ in thousands)
(unaudited)
Additional
Common Paid-In Deferred Accumulated
Stock Capital Compensation Deficit Total
Balance June 30, 1999 $ 3 $55,517 $ (99) $(51,035) $ 4,386
Net loss - - - (3,916) (3,916)
Amortization of deferred
compensation - - 90 - 90
Balance
December 31, 1999 $ 3 $55,517 $ (9) $(54,951) $ 560
See accompanying notes to consolidated financial statements.
SMITH CORONA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
Six months ended
December 31
1999 1998
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,916) $(11,923)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 806 1,402
Gain on disposition of
property, plant and equipment - (62)
Inventory provisions 1,652 1,897
Changes in assets and liabilities:
Accounts receivable (978) (968)
Inventories 944 (355)
Prepaid expenses and
other current assets (162) (192)
Other assets - 116
Trade payables (1,904) (1,981)
Accrued liabilities and income taxes
payable 703 1,442
Postretirement benefits and pension
liability (2,049) (922)
Other long-term liabilities - (438)
Net cash used in
operating activities (4,904) (11,984)
CASH FLOWS FROM INVESTING ACTIVITIES -
Proceeds from the sale of property,
plant and equipment - 62
Capital expenditures (105) (276)
Net cash used in
investing activities (105) (214)
Decrease in
cash and cash equivalents (5,009) (12,198)
Cash and cash equivalents:
Beginning of period 5,453 15,293
End of period $ 444 $ 3,095
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 to be expected 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, 1999 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.
During the three and six months ended December 31, 1999, the Company
revised the classification of certain customer promotion and
advertising expenses. These expenses, previously classified as
reductions of net sales, have been included in selling, general &
administrative expenses (SG&A). Based on its assessments of industry
practice and the marketing-related nature of these items, the Company
believes that the revised presentation is preferable. The December
31, 1998 statements of operations have been similarly reclassified to
conform with the 1999 presentation. The effect of the 1998
reclassification was to increase SG&A and net sales by $575 and $1,049
for the three and six-month periods, respectively as compared to
amounts previously reported.
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. 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
and soil 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.
In April 1999 the Company sold its Cortlandville facility and as part
of the sale agreement, the buyer agreed to continue and complete the
Company's responsibilities including the operation, maintenance,
monitoring, shutdown and post-shutdown activities of the remediation
system 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 remediation program at the Groton Site
consists of periodic soil and water sampling. A decommissioning plan
for the Groton Site was approved and decommissioning activities have
been completed. To the Company's knowledge, the only future costs
that will be associated with remediation of the Cortlandville and
Groton Sites are for operation, maintenance, monitoring, shutdown, and
post-shutdown of the systems. At December 31, 1999 and June 30, 1999,
the Company had recorded a liability of approximately $836 and $838,
respectively, related to environmental matters. The Company believes
that it has set aside adequate reserves for the payment of expenses
for 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 operations.
NOTE 3 - INVENTORIES
A summary of inventories, by major classification and net of reserves
is as follows:
December 31, June 30,
1999 1999
Raw materials $ 197 $ 783
Finished goods 9,077 11,769
Reserves (2,515) (3,196)
Total $ 6,759 $ 9,356
NOTE 4 - EARNINGS (LOSS) PER SHARE
Dilutive securities had no impact on the earnings per share
calculations in any of the periods presented, as their impact was
antidilutive.
During the quarter ended December 31, 1999 certain executive officers
and employees were granted stock options totaling 43,377 shares. The
exercise price of the options, which equaled the fair value of a share
of common stock at the grant date is $1.1565 and the options vest in
equal amounts over a three-year period. Additionally, during the six
months ended December 31, 1999 stock options for 2,776 shares issued
on January 15, 1998 at an exercise price of $6.125 lapsed.
NOTE 5 - LOAN AND SECURITY AGREEMENT
As of December 31, 1999, the Company was in default of the adjusted
net worth covenant provision of its loan and security agreement (the
"Loan and Security Agreement"). There were no borrowings outstanding
under this facility at December 31,1999. However, the lender has
permitted the Company to borrowing under the Loan and Security
Agreement subsequent to December 31, 1999. The Company is in
discussions with its lender and believes it will be successful at
obtaining a waiver as well as appropriate amendments to the agreement,
although no assurance can be given that the negotiations will be
successful. The amendment being negotiated would provide for, among
other things, a less restrictive borrowing formula and also provides
for needed additional borrowings, which exceed present borrowing
capacity.
During the second quarter ended December 31, 1999, the Company
generated a loss from operations as a result of delays in new product
deliveries, slower than anticipated customer orders for new products,
and charges for certain discontinued typewriter models. In December
1999, the Company engaged management and financial consultants to
evaluate its business plan and related financing options. The Company
recently retained the Corporate Finance Group of Deloitte & Touche LLP
as an advisor in the consideration of strategic alternatives to
enhance stockholder value. Deloitte and Touche,LLP will work with the
Company in a consultative capacity as the Company considers a variety
of options from private placement of equity or debt to a potential
sale of part or all of the business. The Company also indicated that
John A. Bermingham, president and chief executive officer, would
coordinate the re-capitalization program with Deloitte & Touche. To
oversee day-to-day operations, the board of directors appointed Robert
W. Boden as chief operating officer. In addition to the amendment of
the Loan and Security Agreement, the Company plans to work with its
major vendors to adjust short-term cash flow and is in the process of
formulating a plan to reduce selling, general, and administrative
expenses to be in line with revenue expectations. There can be no
assurance that the Company will be successful in these short-term or
long-term liquidity initiatives. If the Company is unsuccessful in
one or more of these initiatives, its ability to finance operations
will be impaired.
NOTE 6 - RESTRUCTURING AND OTHER CHARGES
Effective September 28, 1998, the Company's Board of Directors
approved a restructuring program, which included: i.) the elimination
of approximately 130 positions primarily located at the Company's
Corporate Headquarters in Cortland, New York, ii.) the sale or lease
of the building in Cortland, New York, iii.) relocation of the
corporate Headquarters to more efficient facilities. The Company
completed the restructuring program by June 30, 1999. As a result of
these actions, the Company recorded a pre-tax charge, principally for
severance payments, of $1,183 in the first quarter ended December 31,
1998 and an additional $141 in the second quarter ended December 31,
1998.
Included in cost of goods sold for the three months ended December 31,
1999 is a charge of approximately $2,200 related to inventory
provisions for discontinued typewriter models. The prior year cost of
goods sold included inventory-related provisions of approximately
$1,900 and was negatively impacted by the sale of discontinued
telephony and facsimile products at little or no margin.
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.
These risks and uncertainties include, but are not limited to, the
ability of the Company to implement its business strategy, the
Company's access to financing, competitive conditions within the
Company's markets, including the acceptance of new products offered by
the Company, the Company's ability to achieve anticipated cost savings
and profitability targets and the ability of the Company's suppliers
to meet scheduled timetables for new product introductions.
Results of Operations
Results for the second quarter ended December 31, 1999 were
disappointing despite continued efforts to diversify the Company's
product lines by introducing Smith Corona-branded printed document and
data transmission products. Results from such new products were
affected by delays in product deliveries and slower than anticipated
customer orders, as well as charges related to discontinued typewriter
models which were replaced by two new models in the second quarter.
Management anticipates that the impact of these product delays will
diminish by the fourth quarter.
In addition to its core typewriter and related accessories and
supplies business, the Company currently markets its Inkjet SolutionsTM
cartridge line and its TelEsprit commercial headset line, which were
introduced late in the first quarter and second quarter of the fiscal
year ended June 30, 2000, respectively. Inkjet cartridge products are
currently available through Internet resellers, catalog suppliers, and
commercial distributors, while mass merchandisers and office
superstores are expected to begin carrying the products in the spring.
TelEsprit headsets are currently shipping to commercial distributors.
In recent developments, the first Smith Corona products under the
licensing agreement with Office Depot, Inc. are now on the market.
These products consist of four pocket handheld and display
calculators, which can be purchased through the retailer's Web site.
In early January, Smith Corona launched its new Web site, which was
expanded in February to accommodate e-commerce sales. The Company
continues to negotiate with numerous suppliers to expand its product
offerings, particularly those that drive consumable supplies
businesses.
Net sales of $7.6 million for the quarter ended December 31, 1999
decreased 43 percent from last year's second quarter net sales of
$13.3 million. For the six months ended December 31,1999, net sales
were $15.9 million, a 36 percent decrease from last year's comparable
period of $24.9 million. the prior periods net sales include $1.7
million for the three months and $3.2 million for the six months
related to products, primarily facsimile and telephony, that were
discontinued during fiscal year 1999. Unit sales of typewriters and
related supplies are lower than a year ago, as a result of a declining
market.
Gross margin, as a percentage of net sales, was (4) percent for the
second quarter ended December 31, 1999 and (2) percent in the prior
comparable period. For the six months ended December 31, 1999, gross
margin as a percentage of net sales was 13 percent as compared to 5
percent last year. Included in this year's cost of goods sold is a
second quarter charge of approximately $2.2 million related to
provisions for discontinued typewriter models with the introduction of
two new models. The prior year cost of goods sold includes inventory
related provisions of $1.9 million. Additionally, prior year sales of
discontinued facsimile and telephony products were at little or no
margin.
Selling, general and administrative expenses for the three and six
months ended December 31, 1999 were $3.2 million and $5.8 million as
compared to $5.8 million and $11.8 million last year. The decrease in
spending from the prior year was primarily associated with the
September 1998 restructuring action and the Company's ongoing efforts
to reduce costs. As Of December 31, 1999, amortization of gains
associated with the post-retirement benefit plan was completed. The
impact of these gains for the three and six months ended December 31,
1999 was $.9 million and $1.7 million, respectively versus the prior
periods of $.4 million and $.8 million, respectively.
Effective September 28, 1998, the Company's Board of Directors
approved a restructuring program, which included: i.) the elimination
of approximately 130 positions primarily located at the Company's
Corporate Headquarters in Cortland, New York, ii.) the sale or lease
of the building in Cortland, New York, iii.) relocation of the
corporate Headquarters to more efficient facilities. The
restructuring program was completed by June 30, 1999. As a result of
these actions, the Company recorded a pre-tax charge, principally for
severance payments, of $1.2 million in the first quarter ended
December 31, 1998 and an additional $.1 million in the second quarter
ended December 31, 1998.
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.
As of December 31, 1999, the Company was in default of the adjusted
net worth covenant provision of its loan and security agreement (the
"Loan and Security Agreement"). The Company is in discussions with
its lender and believes it will be successful at obtaining a waiver as
well as appropriate amendments to the Loan and Security Agreement,
although no assurance can be given that the negotiations will be
successful. The amendment being negotiated would provide for, among
other things, a less restrictive borrowing formula and also would
provide for needed additional borrowings, which exceed present
borrowing capacity. The lender has permitted the Company to borrow
under the Loan and Security Agreement subsequent to December 31, 1999.
During the second quarter ended December 31, 1999, the Company
generated a loss from operations as a result of delays in new product
deliveries, slower than anticipated customer orders for new products,
and charges for certain discontinued typewriter models. In December
1999, the Company engaged management and financial consultants to
evaluate its business plan and related financing options. The Company
recently retained the Corporate Finance Group of Deloitte & Touche LLP
as an advisor in the consideration of strategic alternatives to
enhance stockholder value. Deloitte and Touche,LLP will work with the
Company in a consultative capacity as the Company considers a variety
of options from private placement of equity or debt to a potential
sale of part or all of the business. The Company also indicated that
John A. Bermingham, president and chief executive officer, would
coordinate the re-capitalization program with Deloitte & Touche. To
oversee day-to-day operations, the board of directors appointed Robert
W. Boden as chief operating officer. In addition to the amendment of
the Loan and Security Agreement, the Company plans to work with its
major vendors to adjust short-term cash flow and is in the process of
formulating a plan to reduce selling, general, and administrative
expenses to be in line with revenue expectations. There can be no
assurance that the Company will be successful in these short-term or
long-term liquidity initiatives. If the Company is unsuccessful in
one or more of these initiatives, its ability to finance operations
will be impaired.
During the six months ended December 31, 1999, the Company's operating
activities used $4.9 million of cash versus the prior year use of
$12.0 million. The use of cash in both periods is primarily related
to the net losses. The Company had no material commitments for
additional capital expenditures at December 31, 1999.
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 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on November
23, 1998, the following individuals were elected directors of the
Company:
Total Votes Total Votes
Directors For Against
Jerome A. Colletti 2,498,540 1,059
Peter N. Parts 2,498,188 1,411
At the same meeting, the appointment of KPMG LLP as independent
certified public accountants for the Company for the fiscal year
ending June 30, 1999 was ratified by a vote of 2,499,545 for, 2,389
against, and 3,465 abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On February 2, 2000, Form 8-K current report disclosed under
Item 5 that the Company's performance for the second quarter
ending December 31, 1999 would not follow positive trends of
the previous two quarters. The Company anticipated a loss for
the quarter and the loss may impair its ability to finance
operations.
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 14, 2000
By: /s/ Martin D. Wilson
Martin D. Wilson
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
11
13
12
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM SMITH CORONA CORPORATION CONSOLIDATED FINANCIAL STATEMENTS
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BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
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