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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 July 2, 2000
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)
(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_____
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 6,062,159 shares of
Common Stock, $.001 par value, were outstanding at August 1, 2000.
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FORM 10-Q
ACORN PRODUCTS, INC.
Table of Contents
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Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
December 31, 1999 and July 2, 2000
Consolidated Statements of Operations for the Three Months 4
And Six Months Ended July 4, 1999 and July 2, 2000
Consolidated Statements of Cash Flows for the Six Months 5
Ended July 4, 1999 and July 2, 2000
Interim Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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December 31, 1999 July 2, 2000
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(Unaudited) (Unaudited)
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ASSETS
Current assets:
Cash $ 1,326 $ 998
Accounts receivable, less allowance for doubtful accounts
and sales allowances ($2,140 and $3,104, respectively) 18,021 30,627
Inventories 33,168 26,797
Prepaids and other current assets 1,012 513
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Total current assets 53,527 58,935
Property, plant and equipment, net of accumulated depreciation 17,571 15,929
Goodwill, net of accumulated amortization 32,544 27,251
Other intangible assets 1,431 1,233
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Total assets $ 105,073 $ 103,348
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility $ 27,228 $ 30,665
Accounts payable 9,004 8,436
Accrued expenses 5,694 5,548
Income taxes payable 206 175
Other current liabilities 843 308
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Total current liabilities 42,975 45,132
Long-term debt 22,009 22,644
Other long-term liabilities 3,125 2,846
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Total liabilities 68,109 70,622
Stockholders' equity:
Common stock, par value of $.001 per share, 20,000,000
shares authorized, 6,464,105 shares issued, 6,046,680
and 6,062,159 shares outstanding at December 31, 1999
and July 2, 2000, respectively 78,262 78,262
Contributed capital-stock options 460 460
Accumulated other comprehensive loss (778) (778)
Retained earnings (deficit) (38,632) (42,957)
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39,312 34,987
Common stock in treasury, 417,425 and 401,946 shares
at December 31, 1999 and July 2, 2000, respectively (2,348) (2,261)
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Total stockholders' equity 36,964 32,726
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Total liabilities and stockholders' equity $ 105,073 $ 103,348
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See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
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For the Three Months Ended For the Six Months Ended
-------------------------------- --------------------------------
July 4, 1999 July 2, 2000 July 4, 1999 July 2, 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
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Net sales $ 35,033 $ 33,555 $ 71,910 $ 72,169
Cost of goods sold 32,316 26,006 59,480 55,759
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Gross profit 2,717 7,549 12,430 16,410
Selling, general and administrative expenses 6,464 5,826 12,139 11,815
Interest expense 1,222 1,885 2,212 3,712
Asset impairment charge 0 4,402 0 4,402
Amortization of goodwill 261 297 522 566
Other expenses, net 262 97 741 200
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Loss before income taxes (5,492) (4,958) (3,184) (4,285)
Income taxes 99 20 561 40
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Loss from continuing operations (5,591) (4,978) (3,745) (4,325)
Loss from discontinued operations, net of tax (758) 0 (758) 0
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Net loss ($6,349) ($4,978) ($4,503) ($4,325)
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Comprehensive loss ($6,349) ($4,978) ($4,503) ($4,325)
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Per Share Data (Basic and Diluted):
Loss from continuing operations ($0.92) ($0.82) ($0.60) ($0.71)
Loss from discontinued operations ($0.13) $ 0.00 ($0.12) $ 0.00
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Net loss ($1.05) ($0.82) ($0.72) ($0.71)
============ ============ ============ ============
Weighted average shares outstanding - basic
and diluted 6,053,652 6,058,728 6,234,966 6,052,639
============ ============ ============ ============
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See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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For the Six Months Ended
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July 4, 1999 July 2, 2000
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(Unaudited) (Unaudited)
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Cash Flows From Operating Activities:
Net cash used in operating activities ($1,241) ($4,266)
Cash Flows From Investing Activities:
Purchases of property, plant and equipment, net (3,011) (134)
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Net cash used in investing activities (3,011) (134)
Cash Flows From Financing Activities:
Net activity on revolving loan 6,375 4,072
Purchase of treasury stock (2,488) 0
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Net cash provided by financing activities 3,887 4,072
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Net decrease in cash (365) (328)
Cash at beginning of period 1,548 1,326
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Cash at end of period $ 1,183 $ 998
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Interest paid $ 1,966 $ 3,022
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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
July 2, 2000. All such adjustments are of a normal recurring nature, except for
the adjustment as described in note 3.
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:
December 31, 1999 July 2, 2000
(in thousands) (in thousands)
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Finished goods $ 18,272 $ 13,825
Work in process 3,836 2,633
Raw materials and
supplies 11,060 10,339
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Total inventories $ 33,168 $ 26,797
3. An asset impairment charge of $4.4 million was recognized in the
second quarter of fiscal 2000 based on management review of the net realizable
value on long-lived assets, specifically the value of goodwill related to the
acquisitions of the Company's watering product line.
4. On August 11, 2000, the Company entered into an agreement to sell
certain assets related to the manufacturing and sale of its watering products,
for approximately $3.6 million. The transaction is expected to close within 60
days, at which time the Company will discontinue offering watering products for
sale.
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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 the
Company's 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 the
Company's 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 the
Company's Annual Report on Form 10-K for the year ended July 30, 1999 as well as
in the Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 18, 1997, as amended on October 29, 1998 and November
12, 1999, and as the same may be amended from time to time.
Three Months Ended July 2, 2000 Compared to Three Months Ended July 4, 1999
Net Sales. Net sales decreased 4.2%, or $1.5 million, to $33.5 million
in the second quarter of fiscal year 2000 compared to $35.0 million in the
comparable period of calendar year 1999. The decline in net sales was caused
primarily by lower gross sales of long handled tools, partially offset by lower
sales allowances and deductions. Sales of long handled tools have lessened due
to reduced levels of retail inventory and the loss of volume at a few customer
accounts as the Company continues to focus on profitable relationships. Lower
sales allowances and deductions are driven by the continuation of good customer
service performance of on time and complete shipments, and related efficiencies.
Gross Profit. Gross profit increased 178%, or $4.8 million, to $7.5
million for the second quarter of fiscal year 2000 compared to $2.7 million in
the comparable period of calendar 1999. Gross margin increased to 22.5% for the
second quarter of fiscal 2000 from 7.8% for the comparable period of calendar
1999. The increase in gross profit and margin were driven primarily by several
factors. Improvements in logistical and manufacturing controls have contributed
to the year to year gains in the Company's results in fiscal year 2000.
Specifically, the improvements in inventory control and transaction integrity
have resulted in lower levels of obsolescence and shrinkage versus a year ago.
In 1999, the Company wrote off product tooling and obsolete inventory related to
a discontinued product offering, with no related effect in fiscal 2000. These
improvements versus prior year were partially offset by the expediting costs and
manufacturing inefficiencies incurred in fiscal year 2000 related to the final
effects of the consolidation of the Company's manufacturing operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $0.7 million, or 9.9%, to $5.8 million for the
second quarter of fiscal year 2000 versus $6.5 million in the comparable period
of 1999. As a percentage of net sales, selling, general and administrative
expenses decreased to 17.4% in the second quarter of fiscal 2000 as compared to
18.5% in the comparable period of calendar 1999. The improvement reflects
productivity gains and cost reductions, including lower sales expenses and a
reduction in personnel.
Operating Income. Operating income increased $5.5 million, to a profit
of $1.7 million for the second quarter of fiscal year 2000 compared to a loss of
$3.8 million in the comparable period of calendar 1999. The improvement in
operating profit for the second quarter was primarily due to the items discussed
above.
Interest Expense. Interest expense increased $0.7 million, to $1.9
million for the second quarter of fiscal year 2000 compared to $1.2 million in
the comparable period of calendar 1999. The increase in interest expense was
primarily due to higher market rates (LIBOR) and borrowing costs, as a result of
the most current amendment to the Company's loan agreement, and higher borrowing
levels.
Amortization of Goodwill and Other Expenses, Net. Other expenses, net,
including amortization of goodwill, decreased to $0.4 million in the second
quarter of fiscal year 2000 compared to $0.5 million in the
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comparable period of calendar 1999. The decrease in other expenses is primarily
due to the absence of severance costs incurred in the prior year as a result of
the Company's manufacturing facility consolidation.
Asset Impairment Charge. An asset impairment charge of $4.4 million was
recognized in the second quarter of fiscal 2000 based on management review of
the net realizable value on long-lived assets, specifically the value of
goodwill related to the acquisitions of the Company's watering product line.
There was no asset impairment charge taken in the comparable period of calendar
1999.
Loss from Continuing Operations Before Income Taxes. Loss from
continuing operations before income taxes improved to a loss of $5.0 million for
the second quarter of fiscal year 2000 compared to $5.5 million in the
comparable period of calendar 1999. The improvement was attributed primarily to
the items discussed above.
Net Loss. Net loss was $5.0 million for the second quarter of fiscal
year 2000 compared to $6.3 million in the comparable period of calendar 1999.
Net loss per share (basic and diluted) was $0.82 for the second quarter of
fiscal year 2000 based on a weighted average number of shares outstanding of
approximately 6.1 million, compared to net loss per share of $1.05 for the
comparable period of calendar 1999, based on a weighted average number of shares
outstanding of approximately 6.1 million.
Six Months Ended July 2, 2000 Compared to Six Months Ended July 4, 1999
Net Sales. Net sales increased slightly, up $0.3 million, to $72.2
million for the first six months of fiscal year 2000 compared to $71.9 million
in the comparable period of calendar year 1999. Improvements in customer service
levels and dissolution of the Company's wheelbarrow joint venture, resulting in
wheelbarrow sales being included in results, were offset by the loss of volume
at a few customer accounts as the Company continues to focus on profitable
relationships.
Gross Profit. Gross profit increased 32.0%, or $4.0 million, to $16.4
million for the first six months of fiscal year 2000 compared to $12.4 million
in the comparable period of calendar 1999. Gross margin increased to 22.7% for
the first six months of fiscal 2000 from 17.3% for the comparable period of
calendar 1999. The increase in gross profit and margin were driven primarily by
several factors. Improvements in logistical and manufacturing controls have
contributed to the year to year gains in the Company's results in fiscal year
2000. Specifically, the improvements in inventory control and transaction
integrity have resulted in lower levels of obsolescence and shrinkage versus a
year ago. In 1999, the Company wrote off product tooling and obsolete inventory
related to a discontinued product offering, with no related effect in fiscal
2000. These improvements versus prior year were partially offset by the
expediting costs and manufacturing inefficiencies incurred in fiscal year 2000
related to the final effects of the consolidation of the Company's manufacturing
operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $0.3 million, or 2.7%, to $11.8 million for
the first six months of fiscal year 2000 versus $12.1 million in the comparable
period of calendar 1999. As a percentage of net sales, selling, general and
administrative expenses decreased to 16.4% in the first six months of fiscal
2000 as compared to 16.9% in the comparable period of calendar 1999. The
improvement reflects productivity gains and cost reductions, including lower
sales expenses and a reduction in personnel. These gains were partially offset
by incremental investments in technology and other key infrastructure areas.
Operating Income. Operating income increased $4.3 million, to a profit
of $4.6 million for the first six months of fiscal year 2000 compared to a
profit of $0.3 million in the comparable period of calendar 1999. The
improvement in operating profit for the first six months was primarily due to
the items discussed above.
Interest Expense. Interest expense increased $1.5 million, to $3.7
million for the first six months of fiscal year 2000 compared to $2.2 million in
the comparable period of calendar 1999. The increase in interest expense was
primarily due to higher market rates (LIBOR) and borrowing costs, as a result of
the most current amendment to the Company's loan agreement, and higher borrowing
levels.
Amortization of Goodwill and Other Expenses, Net. Other expenses, net,
including special charges and amortization of goodwill, decreased to $0.8
million for the first six months of fiscal year 2000 compared to $1.3 million in
the comparable period of calendar 1999. The decrease in other expenses is
primarily due to the absence
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of acquisition activity related costs and the charges associated with the
consolidation of the Company's manufacturing facilities, incurred in the prior
year.
Asset Impairment Charge. An asset impairment charge of $4.4 million was
recognized in the first six months of fiscal 2000 based on management review of
the net realizable value on long-lived assets, specifically the value of
goodwill related to the acquisitions of the Company's watering product line.
There was no asset impairment charge taken in the comparable period of calendar
1999.
Loss from Continuing Operations Before Income Taxes. Loss from
continuing operations before income taxes increased to a loss of $4.3 million
for the first six months of fiscal year 2000 compared to $3.2 million in the
comparable period of calendar 1999. The difference was attributed primarily to
the items discussed above.
Net Loss. Net loss was $4.3 million for the first six months of fiscal
year 2000 compared to $4.5 million in the comparable period of calendar 1999.
Net loss per share (basic and diluted) was $0.71 for the first six months of
fiscal year 2000 based on a weighted average number of shares outstanding of
approximately 6.1 million, compared to net loss per share of $0.72 for the
comparable period of calendar 1999, based on a weighted average number of shares
outstanding of approximately 6.2 million.
Seasonal and Quarterly Fluctuations
The lawn and garden industry is seasonal in nature, with a high
proportion of sales and operating income generated in January through June.
Accordingly, the Company's sales tend to be greater during those months. As a
result, operating results depend significantly on the spring selling season. To
support this sales peak, the Company must anticipate demand and build
inventories of finished goods throughout the fall and winter. Accordingly,
levels of raw materials and finished goods inventories tend to be at their
highest, relative to sales, during the last six months of the year. These
factors increase variations in quarterly results of operations and potentially
expose the Company to greater adverse effects of changes in economic and
industry trends. Moreover, actual demand for products may vary substantially
from the anticipated demand, leaving the Company with excess inventory or
insufficient inventory to satisfy customer orders.
Liquidity and Capital Resources
There have been no significant changes in the Company's liquidity and
capital resources as of July 2, 2000 from those discussed in the Annual Report
on Form 10-K for the fiscal year ended July 30, 1999.
Effects of Inflation
The Company is adversely affected by inflation primarily through the
purchase of raw materials, increased operating costs and expenses and higher
interest rates. The Company believes that the effects of inflation on operations
have not been material between the second quarter of fiscal 2000 and the
comparable period of 1999.
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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.
None.
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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.
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Date: August 11, 2000 By: /s/ A. Corydon Meyer
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A. Corydon Meyer, President and Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 2000 By: /s/ John G. Jacob
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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.
