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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 October 1, 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 West Nationwide Boulevard, Columbus, Ohio 43215
(Address of principal executive offices, including zip code)
(614) 222-4400
(Registrant's telephone number, including area code)
390 Dublin Avenue, Columbus, Ohio 43215
(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: 6,062,159 shares of
Common Stock, $.001 par value, were outstanding at November 1, 2000.
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FORM 10-Q
ACORN PRODUCTS, INC.
Table of Contents
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<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
December 31, 1999 and October 1, 2000
Consolidated Statements of Operations for the Three Months 4
And Nine Months Ended October 3, 1999 and October 1, 2000
Consolidated Statements of Cash Flows for the Nine Months 5
Ended October 3, 1999 and October 1, 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
</TABLE>
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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)
<TABLE>
<CAPTION>
December 31, 1999 October 1, 2000
--------------------- -----------------
(Unaudited) (Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,326 $ 745
Accounts receivable, less allowance for doubtful accounts
and sales allowances ($2,140 and $3,194, respectively) 18,021 16,936
Inventories 33,168 21,487
Prepaids and other current assets 1,012 899
--------------------- -----------------
Total current assets 53,527 40,067
Property, plant and equipment, net of accumulated depreciation 17,571 14,877
Goodwill, net of accumulated amortization 32,544 27,033
Other intangible assets 1,431 1,148
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Total assets $105,073 $ 83,125
===================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility $ 27,228 $ 32,240
Accounts payable 9,004 7,226
Accrued expenses 5,694 6,758
Income taxes payable 206 52
Other current liabilities 843 308
-------------------- ----------------
Total current liabilities 42,975 46,584
Long-term debt 22,009 6,828
Other long-term liabilities 3,125 2,679
-------------------- ----------------
Total liabilities 68,109 56,091
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 October 1, 2000, respectively 78,262 78,262
Contributed capital-stock options 460 460
Accumulated other comprehensive loss (778) (778)
Retained earnings (deficit) (38,632) (48,649)
-------------------- ----------------
39,312 29,295
Common stock in treasury, 417,425 and 401,946 shares
at December 31, 1999 and October 1, 2000, respectively (2,348) (2,261)
-------------------- ----------------
Total stockholders' equity 36,964 27,034
-------------------- ----------------
Total liabilities and stockholders' equity $105,073 $ 83,125
==================== ================
</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
------------------------------------ ----------------------------------
October 3, 1999 October 1, 2000 October 3, 1999 October 1, 2000
----------------- ---------------- --------------- ---------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 21,088 $ 22,098 $ 96,677 $ 98,005
Cost of goods sold 19,895 18,803 83,054 78,300
---------------- --------------- --------------- --------------
Gross profit 1,193 3,295 13,623 19,705
Selling, general and administrative expenses 6,691 5,928 18,830 17,743
Interest expense 928 1,701 3,140 5,413
Asset impairment charge 0 0 0 4,402
Amortization of goodwill 308 181 830 747
Other expenses, net 1,729 1,156 2,470 1,356
---------------- --------------- --------------- --------------
Loss before income taxes (8,463) (5,671) (11,647) (9,956)
Income taxes 122 21 683 61
---------------- --------------- --------------- --------------
Loss from continuing operations (8,585) (5,692) (12,330) (10,017)
Loss from discontinued operations, net of tax (12) 0 (770) 0
---------------- --------------- --------------- --------------
Net loss ($8,597) ($5,692) ($13,100) ($10,017)
================ =============== =============== ==============
Comprehensive loss ($8,597) ($5,692) ($13,100) ($10,017)
================ =============== =============== ==============
Per Share Data (Basic and Diluted):
Loss from continuing operations ($1.42) ($0.94) ($2.00) ($1.65)
Loss from discontinued operations $0.00 $ 0.00 ($0.13) $ 0.00
---------------- --------------- --------------- --------------
Net loss ($1.42) ($0.94) ($2.13) ($1.65)
================ =============== =============== ==============
Weighted average shares outstanding -
basic and diluted 6,053,652 6,058,728 6,164,652 6,055,789
================ =============== =============== ==============
</TABLE>
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
---------------------------------------
October 3, 1999 October 1, 2000
------------------ ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities ($103) $ 9,563
Cash Flows From Investing Activities:
Purchases of property, plant and equipment, net (4,654) (1,193)
Net proceeds from sale of assets 0 1,305
-------------- -------------
Net cash provided by (used in) investing activities (4,654) 112
Cash Flows From Financing Activities:
Net activity on revolving loan 6,391 (10,664)
Proceeds from issuance of long-term debt 0 322
Purchase of treasury stock (2,488) 86
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Net cash provided by (used in) financing activities 3,903 (10,256)
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Net decrease in cash (854) (581)
Cash at beginning of period 1,548 1,326
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Cash at end of period $ 694 $ 745
============== =============
Interest paid $ 2,833 $ 4,058
============== =============
</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 1, 2000. 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:
<TABLE>
<CAPTION>
December 31, 1999 October 1, 2000
(in thousands) (in thousands)
------------------ ----------------
<S> <C> <C>
Finished goods $18,272 $10,869
Work in process 3,836 2,187
Raw materials and supplies 11,060 8,431
---------------- ---------------
Total inventories $33,168 $21,487
</TABLE>
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 of
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.
The transaction closed on September 8, 2000, at which time the Company
discontinued offering watering products for sale. The Company recognized a $1.2
million loss in connection with this transaction. This loss is reflected in
"Other expenses, net" on the Consolidated Statements of Operations.
5. In July 2000, the FASB's Emerging Issues Task Force (EITF) issued EITF
00-10, Accounting for Shipping and Handling Fees and Costs. In accordance with
the provisions of this EITF, the Company has reclassified freight expenses from
sales to cost of goods sold for the third quarter of fiscal 2000, the nine month
period of fiscal 2000, and for comparable reporting periods in 1999.
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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 October 1, 2000 Compared to Three Months Ended October 3,
1999
Net Sales. Net sales increased 4.8%, or $1.0 million, to $22.1 million in
the third quarter of fiscal year 2000 compared to $21.1 million in the
comparable period of calendar year 1999. The growth in net sales was caused
primarily by stronger gross sales of long handled tools and injection molding
products, partially offset by lower sales of watering products. Improved
customer service performance of on-time and complete shipments continues to
drive the core long handled tool business. The increase in injection molding
sales is due to new customer activity and pricing gains. The decline in sales of
watering products reflects a poor season in that product category due to weather
and the Company's actions to discontinue selling watering products.
Gross Profit. Gross profit increased 176%, or $2.1 million, to $3.3
million for the third quarter of fiscal year 2000 compared to $1.2 million in
the comparable period of calendar 1999. Gross margin increased to 14.9% for the
third quarter from 5.7% for the comparable period of calendar 1999. The increase
in gross profit and margin were driven by several factors. Improved customer
service levels and shipment fulfillment processes have significantly lowered
distribution and freight costs versus a year ago. In addition, the Company has
continued to focus on cost reductions and improvements in logistical and
manufacturing processes and controls to drive year to year gains in fiscal year
2000. An emphasis on profitable relationships with customers has also favorably
influenced margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $0.8 million, or 11.4%, to $5.9 million for
the third quarter of fiscal year 2000 versus $6.7 million in the comparable
period of 1999. As a percentage of net sales, selling, general and
administrative expenses decreased to 26.8% in the third quarter of fiscal 2000
as compared to 31.7% in the comparable period of calendar 1999. The improvement
reflects the absence of senior management restructuring charges and the
recognition of uncollectible receivables incurred in the prior year. The
improvement also reflects productivity gains and cost reductions, including
lower sales expenses and a reduction in personnel.
Operating Loss. Operating loss improved $2.9 million, to a loss of
$2.6 million for the third quarter of fiscal year 2000 compared to a loss of
$5.5 million in the comparable period of calendar 1999. The improvement in
operating loss for the third quarter was primarily due to the items discussed
above.
Interest Expense. Interest expense increased $0.8 million, to $1.7 million
for the third quarter of fiscal year 2000 compared to $0.9 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 intangibles, decreased to $1.3 million in the third
quarter of fiscal year 2000 compared to $2.0 million in the comparable period of
calendar 1999. In fiscal year 2000, other expenses, net, consist of the loss
incurred on the sale
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by the Company of certain assets related to the manufacturing and sale of its
watering products. In the comparable period of calendar 1999, other expenses,
net, included the severance and other costs associated with the Company's
manufacturing facility consolidation.
Loss from Continuing Operations Before Income Taxes. Loss from continuing
operations before income taxes improved to a loss of $5.7 million for the third
quarter of fiscal year 2000 compared to $8.5 million in the comparable period of
calendar 1999. The improvement in profit was attributed primarily to the items
discussed above.
Net Loss. Net loss was $5.7 million for the third quarter of fiscal year
2000 compared to $8.6 million in the comparable period of calendar 1999. Net
loss per share (basic and diluted) was $0.94 for the third 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 $1.42 for the
comparable period of calendar 1999, based on a weighted average number of shares
outstanding of approximately 6.1 million.
Nine Months Ended October 1, 2000 Compared to Nine Months Ended October 3, 1999
Net Sales. Net sales increased $1.3 million or 1.4%, to $98.0 million for
the first nine months of fiscal year 2000 compared to $96.7 million in the
comparable period of calendar year 1999. Gains in the sale of long handled tools
and injection molding products were partially offset by lower sales of watering
products. Improvements in customer service levels and dissolution of the
Company's wheelbarrow joint venture, resulting in wheelbarrow sales being
included in results, drove the increase in core products, with loss of
volume occurring at a few customer accounts as the Company continues to focus on
profitable relationships. The increase in injection molding sales is due to new
customer activity and pricing gains. The decline in sales of watering products
reflects a poor season in that product category due to weather and the Company's
actions to discontinue selling watering products.
Gross Profit. Gross profit increased 44.7%, or $6.1 million, to $19.7
million for the first nine months of fiscal year 2000 compared to $13.6 million
in the comparable period of calendar 1999. Gross margin increased to 20.1% for
the first nine months, up from 14.1% for the comparable period of calendar 1999.
The increase in gross profit and margin is due to several factors. The Company
has continued to focus on cost reductions and improvements in logistical and
manufacturing processes and controls to drive year to year gains in the
Company's results in fiscal year 2000. This includes improvements in inventory
control, including the standardization of product offerings and instituting
forecasting disciplines, that have resulted in lower levels of obsolescence and
shrinkage versus a year ago. Improved customer service levels and shipment
fulfillment processes have significantly lowered distribution and freight costs
versus a year ago. An emphasis on profitable relationships with customers has
also favorably influenced margins. In 1999, the Company wrote off product
tooling and obsolete inventory related to a discontinued product offering. 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 $1.1 million, or 5.8%, to $17.7 million for
the first nine months of fiscal year 2000 versus $18.8 million in the comparable
period of calendar 1999. As a percentage of net sales, selling, general and
administrative expenses decreased to 18.1% in the first nine months of fiscal
2000 as compared to 19.5% in the comparable period of calendar 1999. The
improvement reflects the absence of senior management restructuring charges and
the recognition of uncollectible receivables incurred in the prior year. The
improvement also reflects productivity gains and cost reductions, including
lower sales expenses and a reduction in personnel. These gains were partially
offset by incremental investments in information technology and other key
infrastructure areas.
Operating Income. Operating income increased $7.2 million, to a profit of
$2.0 million for the first nine months of fiscal year 2000 compared to a loss of
$5.2 million in the comparable period of calendar 1999. The improvement in
operating profit for the first nine months was primarily due to the items
discussed above.
Interest Expense. Interest expense increased $2.3 million, to $5.4 million
for the first nine months of fiscal year 2000 compared to $3.1 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.
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Amortization of Goodwill and Other Expenses, Net. Other expenses, net,
including special charges and amortization of intangibles, decreased to $2.1
million for the first nine months of fiscal year 2000 compared to $3.3 million
in the comparable period of calendar 1999. In fiscal year 2000, other expenses,
net, consist of the loss incurred on the sale by the Company of certain assets
related to the manufacturing and sale of its watering products. In the
comparable period of calendar 1999, other expenses, net, included the severance
and other costs associated with the Company's manufacturing facility
consolidation and acquisition activity related costs.
Asset Impairment Charge. An asset impairment charge of $4.4 million was
recognized in the first nine months of fiscal 2000 based on management review of
the net realizable value of certain long-lived assets. 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 $10.0 million for the first
nine months of fiscal year 2000 compared to $11.6 million in the comparable
period of calendar 1999. The improvement in profit was attributed primarily to
the items discussed above.
Net Loss. Net loss was $10.0 million for the first nine months of fiscal
year 2000 compared to $13.1 million in the comparable period of calendar 1999.
Net loss per share (basic and diluted) was $1.65 for the first nine 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 $2.13 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, inventory levels
tend to be at their highest, relative to sales, during the last six months of
the year. The seasonality of sales also causes variability in selling, general
and administrative expenses as a percentage of net sales, with the fixed
component of these expenses driving a lower percentage relationship to net sales
in the first half of the year and a higher percentage relationship to net sales
in the second half 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 October 1, 2000 from those discussed in the Annual
Report on Form 10-K for the fiscal year ended July 30, 1999. It is the Company's
belief that it will be able to extend or refinance the existing credit facility
by the end of the first quarter of fiscal 2001.
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 third 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.
Date: November 13, 2000 By: /s/ A. Corydon Meyer
-----------------------------------------------
A. Corydon Meyer, President and Chief Executive
Officer
(Principal Executive Officer)
Date: November 13, 2000 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.
