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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/No. 1
(Mark One)
[ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ X ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from July 31, 1999 to December 31, 1999
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
----- -----
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date:
6,046,680 shares of Common Stock, $.001 par value, were outstanding at
February 10, 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
January 3, 1999, July 30, 1999 and December 31, 1999
Consolidated Statements of Operations and Comprehensive 4
Loss for the Five Months Ended January 3, 1999
and December 31, 1999
Consolidated Statements of Cash Flows for the Five Months 5
Ended January 3, 1999 and December 31, 1999
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 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JANUARY 3, JULY 30, DECEMBER 31,
1999 1999 1999
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(Unaudited) (Unaudited)
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ASSETS
Current assets:
Cash........................................................................ $ 1,548 $ 1,222 $ 1,326
Accounts receivable, less allowance for doubtful accounts and sales
allowances ($ 797, $2,244 and $2,140, respectively)....................... 18,663 20,212 18,021
Inventories................................................................. 37,972 30,891 33,168
Prepaids and other current assets........................................... 2,813 2,193 1,012
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Total current assets...................................................... 60,996 54,518 53,527
Property, plant and equipment, net of accumulated depreciation.............. 16,363 16,622 17,571
Goodwill, net of accumulated amortization................................... 35,458 35,793 32,544
Other intangible assets..................................................... 2,076 1,934 1,431
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Total assets.............................................................. $ 114,893 $ 108,867 $ 105,073
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility................................................... $ 21,037 $ 22,354 $ 27,228
Accounts payable............................................................ 7,397 10,294 9,004
Accrued expenses............................................................ 4,250 6,472 5,544
Income taxes payable........................................................ -- 123 206
Other current liabilities................................................... 215 157 843
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Total current liabilities................................................. 32,899 39,400 42,825
Long-term debt.............................................................. 16,009 16,009 22,159
Other long-term liabilities................................................. 3,895 3,268 3,125
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Total liabilities......................................................... 52,803 58,677 68,109
Stockholders' equity:
Common stock, par value of $.001 per share, 20,000,000 shares
authorized, 6,464,105 shares issued, 6,464,105, 6,021,705 and 6,046,680
shares outstanding at January 3, 1999, July 30, 1999 and
December 31, 1999, respectively........................................... 78,391 78,391 78,262
Contributed capital-stock options........................................... 460 460 460
Accumulated other comprehensive loss........................................ (285) (682) (778)
Retained earnings (deficit)................................................. (16,476) (25,491) (38,632)
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62,090 52,678 39,312
Common stock in treasury, 442,400 and 417,425 shares at
July 30, 1999 and December 31, 1999, respectively......................... -- (2,488) (2,348)
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Total stockholders' equity.................................................. 62,090 50,190 36,964
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Total liabilities and stockholders' equity.................................. $ 114,893 $ 108,867 $ 105,073
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</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 FIVE MONTHS ENDED
---------------------------------
JANUARY 3, DECEMBER 31,
1999 1999
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(Unaudited) (Unaudited)
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Net sales.............................................................. $ 34,810 $ 34,924
Cost of goods sold..................................................... 26,567 30,940
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Gross profit........................................................... 8,243 3,984
Selling, general and administrative expenses........................... 8,203 8,970
Interest expense....................................................... 1,207 1,905
Asset impairment charge................................................ 0 2,800
Amortization of intangibles............................................ 436 448
Other expenses, net.................................................... 1,018 2,769
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Loss before income taxes............................................... (2,621) (12,908)
Income taxes (benefit) ................................................ (525) 83
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Loss from continuing operations ....................................... (2,096) (12,991)
Loss from discontinued operations, net of tax ......................... (166) (150)
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Net loss............................................................... $ (2,262) $ (13,141)
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Comprehensive loss .................................................... $ (2,262) $ (13,237)
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PER SHARE DATA (BASIC AND DILUTED):
Loss from continuing operations ....................................... $ (0.32) $ (2.16)
Loss from discontinued operations...................................... (0.03) (0.02)
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Net loss............................................................... $ (0.35) $ (2.18)
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Weighted average shares outstanding.................................... 6,464,105 6,023,174
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</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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<CAPTION>
FOR THE FIVE MONTHS ENDED
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JANUARY 3, DECEMBER 31,
1999 1999
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(Unaudited) (Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities.................................. $ (2,266) $ (8,357)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net assets from acquisitions/divestitures.............................. (720) 828
Purchases of property, plant and equipment, net........................ (1,435) (3,391)
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Net cash used in investing activities.................................. (2,155) (2,563)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on revolving loan......................................... 4,729 4,874
Proceeds from issuance of long-term debt............................... 0 6,150
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Net cash provided by financing activities.............................. 4,729 11,024
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Net increase in cash................................................... 308 104
Cash at beginning of period............................................ 1,240 1,222
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Cash at end of period.................................................. $ 1,548 $ 1,326
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Interest paid.......................................................... $ 1,207 $ 1,554
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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 five month period of July 31, 1999
through December 31, 1999 represents a "Transition Period" resulting from the
changing of the Company's fiscal year to a calendar year ending December
31. 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
December 31, 1999. All such adjustments are of a normal recurring nature,
except for the adjustments as described in Notes 3 and 4.
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:
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<CAPTION>
JANUARY 3, JULY 30, DECEMBER 31,
1999 1999 1999
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(In thousands)
<S> <C> <C> <C>
Finished goods.................................... $ 20,276 $ 15,278 $ 15,967
Work in process................................... 7,488 6,086 8,250
Raw materials and supplies........................ 10,208 9,527 8,951
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Total inventories................................. $ 37,972 $ 30,891 $ 33,168
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3. An asset impairment charge of $2.8 million was recognized in the
five month Transition Period based on management review of the net realizable
value of certain of the long-lived assets.
4. Other expenses consist primarily of costs related to the
Company's manufacturing consolidation program and to the management
restructuring actions taken during the Transition Period.
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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 amended on October 29, 1998 and November
12, 1999, and as the same may be amended from time to time.
FIVE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO FIVE MONTHS ENDED JANUARY 3,
1999
The five month period of July 31, 1999 through December 31, 1999
represents a "Transition Period" resulting from the changing of our fiscal
year to a calendar year ending December 31.
NET SALES. Net sales were essentially flat at $34.9 million for the
five month Transition Period compared to $34.8 million in the first five
months 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 improved during
the Transition Period, as compared to the second half of fiscal 1999, but
still resulted in significant deterioration in customer service levels versus
the prior year.
GROSS PROFIT. Gross profit decreased 51.7%, or $4.3 million, to $4.0
million for the five month Transition Period compared to $8.2 million in the
comparable period of fiscal 1999. Gross margin decreased to 11.4% for the
five month Transition Period from 23.7% for the comparable period of fiscal
1999. The declines in gross profit and 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. Unfavorable
absorption variances were incurred due to lower production levels resulting
from difficulties related to the consolidation of manufacturing facilities
and 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 $0.8 million to $9.0 million for the five
month Transition Period compared to $8.2 million for the first five months of
fiscal 1999. As a percentage of net sales, selling, general and
administrative expenses increased to 25.7% in the five month Transition
Period from 23.6% in the first five months of fiscal 1999. The increase in
selling, general and administrative expenses was due to investments in
marketing related activities and information system infrastructure and
employee related expenses, including worker's compensation and group benefit
costs.
OPERATING INCOME. Operating income (loss) decreased $5.0 million, to
a loss of $5.0 million for the five month Transition Period from breakeven
for the comparable period of fiscal 1999. The decrease in operating profit
for the five month Transition Period was primarily due to the items discussed
above.
INTEREST EXPENSE. Interest expense increased $0.7 million, to $1.9
million for the five month Transition Period compared to $1.2 million for the
first five months of fiscal 1999. The increase in interest expense was due to
higher debt levels and interest rates, consistent with the change in terms
resulting from the amendment of our credit agreement, effective October 28,
1999.
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ASSET IMPAIRMENT CHARGE. An asset impairment charge of $2.8 million
was recognized in the five month Transition Period based on management review
of the net realizable value on certain long-lived assets. There was no asset
impairment charge taken in the comparable period of fiscal 1999.
OTHER EXPENSES, NET. Other expenses, net, including special charges,
increased to $2.8 million in the five month Transition Period compared to
$1.0 million in the first five months of fiscal 1999. The increase was due
primarily to costs associated with our manufacturing consolidation program
and management restructuring costs offset by the absence of acquisition
related costs incurred in fiscal 1999. The cost of consolidating our
manufacturing facilities was higher than anticipated due to inefficiencies in
initial production, including training, scrap, and machine repair costs.
LOSS BEFORE INCOME TAXES. Loss before income taxes increased to
$12.9 million for the five month Transition Period from $2.6 million in the
prior year. The increased loss was attributed primarily to the items
discussed above.
NET LOSS. Net loss was $13.1 million for the five month Transition
Period compared to a loss of $2.3 million in the first five months of fiscal
1999. Net loss per share (basic and diluted) was $2.18 for the five month
Transition Period based on a weighted average number of shares outstanding of
approximately 6.0 million, compared to net loss per share of $.35 for the
comparable period 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 June.
Accordingly, our sales tend to be greater during those months. 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 the last six months of the year. 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 have changed 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 December 31, 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 Transition Period and the first five
months of fiscal 1999.
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IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS
We did not experience any material problems or issues with the Year
2000 rollover and began the year with fully operational systems and
infrastructure. Our systems generally remained available throughout the
course of the Year 2000 rollover and, to date, continue to be available
within historical operating parameters. Our management team believes that any
future Year 2000-related problems are unlikely and would not be material to
our business, financial condition and results of operations. See
"Forward-Looking Information".
Our Year 2000 costs remained in-line with our projections and no
incremental funding was required to successfully complete the effort.
Continuing costs are related only to administrative program wrap-up work and
are not material to our financial condition and results of operations.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
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EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule.
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(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.
Date: February 15, 2000 By: /s/ A. Corydon Meyer
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A. Corydon Meyer, President and
Chief Executive Officer
(Principal Executive Officer)
Date: February 15, 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
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EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule.
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