<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 29, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-22717
ACORN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3265462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
390 DUBLIN AVENUE, COLUMBUS, OHIO 43215
(Address of principal executive offices, including zip code)
(614) 222-4400
(Registrant's telephone number, including area code)
Friday closest to July 31
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days. YES X NO
--- ---
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 6,021,705 shares of
Common Stock, $.001 par value, were outstanding at December 10, 1999.
<PAGE>
FORM 10-Q
ACORN PRODUCTS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets 3
July 30, 1999 and October 29, 1999
Consolidated Statements of Operations For the Three Months 4
Ended October 30, 1998 and October 29, 1999
Consolidated Statements of Cash Flows For the Three Months 5
Ended October 30, 1998 and October 29, 1999
Interim Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7-9
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 10
Signatures 11
</TABLE>
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JULY 30, OCTOBER 29,
1999 1999
--------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash ................................................................ $ 1,222 $ 681
Accounts receivable, less allowance for doubtful accounts and sales
allowances ($2,244 and $2,345, respectively)......................... 20,212 20,534
Inventories ......................................................... 30,891 31,857
Prepaids and other current assets ................................... 2,193 1,470
--------- ---------
Total current assets .............................................. 54,518 54,542
Property, plant and equipment, net of accumulated depreciation ...... 16,622 17,730
Goodwill, net of accumulated amortization ........................... 35,793 35,523
Other intangible assets ............................................. 1,934 1,802
Other assets ........................................................ 0 30
--------- ---------
Total assets ...................................................... $ 108,867 $ 109,627
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility ........................................... $ 22,354 $ 21,680
Accounts payable .................................................... 10,294 11,582
Accrued expenses .................................................... 6,472 5,925
Income taxes payable ................................................ 123 143
Other current liabilities ........................................... 157 855
--------- ---------
Total current liabilities ......................................... 39,400 40,185
Long-term debt ....................................................... 16,009 22,009
Other long-term liabilities .......................................... 3,268 3,195
--------- ---------
Total liabilities ................................................. 58,677 65,389
Stockholders' equity:
Common stock, par value of $.001 per share, 20,000,000 shares
authorized, 6,021,705 shares issued and outstanding at July 30,
1999 and October 29, 1999 .......................................... 78,391 78,391
Contributed capital-stock options ................................... 460 460
Accumulated other comprehensive loss ................................ (682) (682)
Retained earnings (deficit) ......................................... (25,491) (31,443)
--------- ---------
52,678 46,726
Common stock in treasury, 442,400 shares ............................ (2,488) (2,488)
--------- ---------
Total stockholders' equity ........................................ 50,190 44,238
--------- ---------
Total liabilities and stockholders' equity ........................ $ 108,867 $ 109,627
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------
OCTOBER 30, OCTOBER 29,
1998 1999
--------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales ................................... $ 22,172 $ 22,907
Cost of goods sold .......................... 16,814 19,606
----------- -----------
Gross profit ................................ 5,358 3,301
Selling, general and administrative expenses 4,948 6,143
Interest expense ............................ 672 957
Amortization of intangibles ................. 261 269
Other expenses, net ......................... 112 1,842
----------- -----------
Loss before income taxes .................... (635) (5,910)
Income taxes (benefit) ...................... (127) 20
----------- -----------
Loss from continuing operations ............. (508) (5,930)
Loss from discontinued operations, net of tax (166) (23)
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Net loss .................................... $ (674) $ (5,953)
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----------- -----------
Comprehensive loss .......................... $ (674) $ (5,953)
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----------- -----------
PER SHARE DATA (BASIC AND DILUTED):
Loss from continuing operations ............. $ (0.08) $ (0.98)
Loss from discontinued operations ........... (0.02) (0.01)
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Net loss .................................... $ (0.10) $ (0.99)
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----------- -----------
Weighted average shares outstanding ......... 6,464,105 6,021,705
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</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
------------------------------
OCTOBER 30, OCTOBER 29,
1998 1999
-------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................. $ (674) $(5,953)
Adjustments to reconcile net loss to net cash
provided by (used in) continuing operations:
Loss from discontinued operations .................. 166 23
Depreciation and amortization ...................... 1,025 1,402
Changes in operating assets and liabilities:
Accounts receivable .............................. 5,481 (322)
Inventories ...................................... (3,961) (966)
Other assets ..................................... 155 674
Accounts payable and accrued expenses ............ 722 742
Income taxes payable ............................. (250) 20
Other liabilities ................................ (369) 624
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Net cash provided by (used in) continuing operations . 2,295 (3,756)
Net cash provided by (used in) discontinued operations 0 (23)
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Net cash provided by (used in) operating activities .. 2,295 (3,779)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net assets from acquisitions ......................... (622) 0
Purchases of property, plant and equipment, net ...... (749) (2,088)
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Net cash used in investing activities ................ (1,371) (2,088)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on revolving loan ....................... (1,345) (674)
Proceeds from issuance of long-term debt ............. 0 6,000
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Net cash provided by (used in) financing activities .. (1,345) 5,326
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Net decrease in cash ................................. (421) (541)
Cash at beginning of period .......................... 1,240 1,222
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Cash at end of period ................................ $ 819 $ 681
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------- -------
Interest paid ........................................ $ 768 $ 957
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</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Footnote disclosure which would substantially duplicate the
disclosure contained in the Annual Report to Stockholders for the year ended
July 30, 1999 has not been included. The unaudited interim consolidated
financial statements reflect all adjustments, that in the opinion of management,
are necessary to a fair statement of results for the periods presented and to
present fairly the consolidated financial position of Acorn Products, Inc. (the
"Company") as of October 29, 1999. All such adjustments are of a normal
recurring nature.
2. Inventories of Acorn Products, Inc. are stated at the lower of
cost or market. Cost is determined using the first-in, first-out (FIFO) method.
Inventories consist of the following:
<TABLE>
<CAPTION>
JULY 30, OCTOBER 29,
1999 1999
---------------- -----------------
(In thousands)
<S> <C> <C>
Finished goods.................................... $ 15,278 $ 16,977
Work in process................................... 6,086 6,698
Raw materials and supplies........................ 9,527 8,182
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Total inventories................................. $ 30,891 $ 31,857
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---------------- -----------------
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with our
consolidated financial statements and the other financial information included
elsewhere in this Quarterly Report on Form 10-Q, as well as the factors set
forth under the caption "Forward-Looking Information" below.
FORWARD-LOOKING INFORMATION
Statements in the following discussion that indicate the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. It is important to note that our actual
results could differ materially from those projected in such forward-looking
statements. Additional information concerning factors that could cause actual
results to differ materially from those suggested in the forward-looking
statements is contained under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our Annual Report on Form
10-K for the year ended July 30, 1999 as well as in our Current Report on Form
8-K filed with the Securities and Exchange Commission on September 18, 1997, as
ameded on October 29, 1998 and November 12, 1999, and as the same may be amended
from time to time.
THREE MONTHS ENDED OCTOBER 29, 1999 COMPARED TO THREE MONTHS ENDED OCTOBER 30,
1998
NET SALES. Net sales increased 3.3%, or $0.7 million, to $22.9 million
in the first quarter of the five month stub financial period of July 31, 1999
through December 31, 1999 (the "Transition Period") compared to $22.2 million in
the first quarter of fiscal 1999. The increase in net sales was caused by higher
gross sales of long handled tools, partially offset by lower gross sales of
molded products and an increase in allowances and deductions. Strong customer
demand, including gains from reduction of order backlog, drove the increase in
sales of long handled tools. The decrease in gross sales of molded products was
primarily due to the loss of one significant customer. The increase in
allowances and deductions was primarily a result of continued difficulties in
manufacturing and logistical control from the second half of fiscal 1999. The
operational performance and related costs have improved in the first quarter of
the Transition Period, but still resulted in significant deterioration in
customer service levels versus the prior year.
GROSS PROFIT. Gross profit decreased 38.4%, or $2.1 million, to $3.3
million in the first quarter of the Transition Period compared to $5.4
million in the comparable period of fiscal 1999. Gross margin decreased to
14.4% in the first quarter of the Transition Period from 24.2% in the first
quarter of fiscal 1999. The declines in gross profit and gross margin were
driven primarily by several factors. Logistical and manufacturing control
issues identified in fiscal 1999 continued to negatively affect customer
service levels and related costs and higher distribution and freight
expenses. In addition, unfavorable absorption variances were incurred
primarily due to the timing of expense recognition resulting from changing
our fiscal year to a calendar year ending December 31.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 24.2%, or $1.2 million, to $6.1 million in the
first quarter of the Transition Period from $4.9 million in the first quarter of
fiscal 1999. As a percentage of net sales, selling, general and administrative
expenses increased to 26.8% in the first quarter of the Transition Period from
22.3% in the first quarter of fiscal 1999. The increase in selling, general and
administrative expenses resulted from several factors. Selling expenses
increased due to increases in sales volume and investments in marketing related
activities. General and administrative expenses increased due to an investment
in information system infrastructure and also due to employee related expenses,
including Worker's Compensation and group benefit costs.
OPERATING INCOME. Operating income (loss) decreased $3.2 million to a
loss of $2.8 million in the first quarter of the Transition Period compared to a
$0.4 million profit in the first quarter of fiscal 1999. The decrease in
operating profit in the first quarter of the Transition Period was primarily due
to the items discussed above.
OTHER EXPENSES, NET. Other expenses, net including special charges
increased to $1.8 million in the first quarter of the Transition Period from
$0.1 million in the first quarter of fiscal 1999. The increase was due primarily
to costs associated with our manufacturing consolidation program and management
restructuring costs. The cost of consolidating our manufacturing facilities was
higher than anticipated due to inefficiencies in initial production,
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including training, scrap and machine setup costs.
LOSS BEFORE INCOME TAXES. Loss before income taxes increased to $5.9
million in the first quarter of the Transition Period from $0.6 million in the
first quarter of fiscal 1999. The increased loss was attributed primarily to the
items discussed above.
NET LOSS. Net loss was $6.0 million in the first quarter of the
Transition Period compared to a loss of $0.7 million in the first quarter of
fiscal 1999. Net loss per share (basic and diluted) was $0.99 in the first
quarter of the Transition Period based on a weighted average number of shares
outstanding of approximately 6.0 million, compared to net loss per share of
$0.10 for the first quarter of fiscal 1999, based on a weighted average number
of shares outstanding of approximately 6.5 million.
SEASONAL AND QUARTERLY FLUCTUATIONS; IMPACT OF WEATHER
The lawn and garden industry is seasonal in nature, with a high
proportion of sales and operating income generated in January through May.
Accordingly, our sales tend to be greater during the third and fourth fiscal
quarters. As a result, our operating results depend significantly on the spring
selling season. To support this sales peak, we must anticipate demand and build
inventories of finished goods throughout the fall and winter. Accordingly, our
levels of raw materials and finished goods inventories tend to be at their
highest, relative to sales, during our first and second fiscal quarters. These
factors increase variations in our quarterly results of operations and
potentially expose us to greater adverse effects of changes in economic and
industry trends. Moreover, actual demand for our products may vary substantially
from the anticipated demand, leaving us with excess inventory or insufficient
inventory to satisfy customer orders.
Weather is the single most important factor in determining market
demand for our products and also is the least predictable. For example, while
floods in the Midwest adversely affected the sale of most types of lawn and
garden equipment in 1992, the severe winter of 1994 resulted in a surge in
demand for snow shovels. In addition, bad weather during the spring gardening
season, such as that experienced throughout most of the U.S. in the spring of
1995 and 1998, can adversely affect overall annual sales.
ACCOUNTING YEAR CHANGE
We are changing our fiscal year end from the Friday closest to July 31
to December 31.
LIQUIDITY AND CAPITAL RESOURCES
There have been no significant changes in our liquidity and capital
resources as of October 29, 1999 from those discussed in our Annual Report on
Form 10-K for the fiscal year ended July 30, 1999.
EFFECTS OF INFLATION
We are adversely affected by inflation primarily through the purchase
of raw materials, increased operating costs and expenses and higher interest
rates. We believe that the effects of inflation on our operations have not been
material between the first quarter of our Transition Period and the first
quarter of fiscal 1999.
IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS
STATE OF READINESS. We have reviewed our Year 2000 issues in regards to
both our information-technology and its non-information-technology. Our
operating system software as well as some of our older software applications was
written using two digits rather than four to define the applicable year. As a
result, those software applications have time-sensitive software that recognize
a date using "00" as the year 1900 rather than the Year 2000. This could cause a
system failure or miscalculations causing disruptions of operations, including a
temporary inability to process transactions, send invoices or engage in similar
normal business activities. We have modified or replaced portions of our
software applications and hardware so that our computer systems will function
properly with respect to dates in the Year 2000 and thereafter. We believe that
our information-technology is Year 2000-ready. We do not believe that there are
any material Year 2000 issues with regard to non-information-technology
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(e.g., machinery used in manufacturing, forklifts, general office equipment, and
other equipment that may contain embedded chips or date sensitive processors).
In addition, we have initiated communications with our significant
customers and suppliers to determine the extent to which our interface systems
are vulnerable to the failure of such customers and suppliers to remediate their
own Year 2000 issues. Based on such communications, we are not currently aware
of any third-party issue applicable to the Year 2000 that is likely to have a
material impact on our conduct of the business, our results of operations or our
financial condition.
RISKS OF OUR YEAR 2000 ISSUES. We do not believe that any Year 2000
issues will impact our manufacturing. However, it is possible that Year 2000
issues may have an impact on our administration. We believe that our greatest
Year 2000 risk is the risk that our customers and suppliers are not Year
2000-ready. Failure by us, or our customers or suppliers to adequately address
the Year 2000 issues in a timely manner could have a material impact on our
conduct of the business, our results of operations and our financial condition.
Accordingly, we plan to address all Year 2000 issues before problems
materialize. We believe that the associated costs are adequately budgeted for in
our business plans. However, should efforts on our part, our customers and
suppliers fail to adequately address their relevant Year 2000 issues, the most
likely worst case scenario would be a total loss of revenue to us.
OUR CONTINGENCY PLANS. We will produce contingency plans on a case by
case basis.
RISKS. There can be no assurance that we will not experience cost
overruns or delays in the completion of our year 2000 project. Factors that
could cause such cost overruns or delays include, among other things, an
unavailability of properly trained personnel, unforeseen difficulty locating and
correcting relevant computer codes and similar uncertainties.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K.
(1) Form 8-K/A No. 2 (Item 5) filed November 12, 1999 to
update the disclosure provided in the Form 8-K filed
on September 18, 1997 reporting the cautionary
statement for purposes of the "Safe Harbor"
provisions of the Private Securities Litigation
Reform Act of 1995.
(2) Form 8-K (Item 5), dated December 8, 1999, was filed
with the Securities and Exchange Commission on
December 8, 1999.
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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.
ACORN PRODUCTS, INC.
Date: December 13, 1999 By: /s/ A. Corydon Meyer
----------------------------------------
A. Corydon Meyer, President and Chief
Executive Officer (Principal Executive
Officer)
Date: December 13, 1999 By: /s/John G. Jacob
----------------------------------------
John G. Jacob, Vice President and Chief
Financial Officer (Principal Financial
Officer)
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
27 Financial Data Schedule.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-31-1999
<PERIOD-END> OCT-29-1999
<CASH> 681
<SECURITIES> 0
<RECEIVABLES> 22,879
<ALLOWANCES> (2,345)
<INVENTORY> 31,857
<CURRENT-ASSETS> 54,542
<PP&E> 33,891
<DEPRECIATION> (16,161)
<TOTAL-ASSETS> 109,627
<CURRENT-LIABILITIES> 40,185
<BONDS> 0
0
0
<COMMON> 78,391
<OTHER-SE> 34,153
<TOTAL-LIABILITY-AND-EQUITY> 109,627
<SALES> 22,907
<TOTAL-REVENUES> 22,907
<CGS> 19,606
<TOTAL-COSTS> 19,606
<OTHER-EXPENSES> 1,842
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 957
<INCOME-PRETAX> (5,910)
<INCOME-TAX> 20
<INCOME-CONTINUING> (5,930)
<DISCONTINUED> 23
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,953)
<EPS-BASIC> (0.99)
<EPS-DILUTED> (0.99)
</TABLE>
