SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1996
Commission File No. 0-5128
SCOTT'S LIQUID GOLD-INC.
4880 Havana Street
Denver, CO 80239
Phone: 303-373-4860
Colorado 84-0920811
- ---------------------- ------------------
State of Incorporation I.R.S. Employer
Identification No.
Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such
filing requirements for the past 90 days.
YES X NO
The Registrant had 10,030,900 common shares, $0.10 par value, its only
class of common stock, issued and outstanding on April 24, 1996.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations (Unaudited)
<TABLE>
Three Months Ended March 31,
<S> <C> <C>
1996 1995
Revenues:
Net sales $12,999,800 $14,448,300
Other income 67,800 175,500
____________________________
13,067,600 14,623,800
Costs and Expenses:
Cost of sales 4,403,900 4,048,600
Advertising 5,349,400 6,563,800
Selling 2,094,900 2,264,600
General and administrative 1,574,900 1,522,600
Interest 283,700 175,300
____________________________
13,706,800 14,574,900
Income (loss) ____________________________
from operations (639,200) 48,900
Provision for income taxes - 18,800
____________________________
Net income (loss) $ (639,200) $ 30,100
Net income (loss)
per common share (Note 2) $ (0.06) $ -
</TABLE>
<TABLE>
Consolidated Statements of Cash Flow (Unaudited)
Three Months Ended March 31,
<S> <C> <C>
Increase (Decrease) in
Cash and Cash Equivalents 1996 1995
Cash flows from operating
activities:
Net income (loss) $ (639,200) $ 30,100
____________________________
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation and
amortization 280,800 214,200
Provision for doubtful
accounts receivable 67,700 71,400
Compensation expense of
employee stock plans - 143,800
Change in assets and
liabilities:
Receivables (1,979,300) (427,600)
Inventories 711,400 (211,300)
Prepaid expenses (133,300) (117,800)
Other assets 371,000 (170,900)
Accounts payable and
accrued expenses 702,100 2,093,900
____________________________
Total adjustments to
net income (loss) 20,400 1,595,700
____________________________
Net Cash Provided (Used)
by Operating Activities (618,800) 1,625,800
____________________________
Cash flows from investing
activities:
Additions to property,
plant and equipment (599,100) (3,823,800)
____________________________
Net Cash Used by
Investing Activities (599,100) (3,823,800)
____________________________
Cash flows from
financing activities:
Proceeds from exercise
of stock options - 61,300
Proceeds from short-term
borrowings 150,700 154,700
Principal payments on
short-term borrowings (45,000) (42,200)
Proceeds from long-term
borrowings 7,400 -
Principal payments on
long-term borrowings (15,800) (8,600)
Increase in bond sinking fund (266,600) -
Decrease in restricted cash - 3,045,900
____________________________
Net Cash Provided (Used)
by Financing Activities (169,300) 3,211,100
____________________________
Net Increase (Decrease) in
Cash and Cash Equivalents (1,387,200) 1,013,100
Cash and Cash Equivalents,
beginning of period 4,761,500 3,754,900
____________________________
Cash and Cash Equivalents,
end of period $3,374,300 $4,768,000
____________________________
Supplemental disclosures:
Cash paid during the period for:
Interest (net of $30,300 and
$134,500 capitalized in 1996
and 1995 respectively) $ 115,900 $ 81,400
Income taxes $ 713,100 $ 540,000
Noncash investing and
financing activities:
Dividends accrued $ - $ 989,000
Construction commitments $ - $2,700,000
</TABLE>
See Notes to Consolidated Financial Statements
Scott's Liquid Gold-Inc. & Subsidiaries
Consolidated Balance Sheets
March 31, 1996 (Unaudited) and December 31, 1995
<TABLE>
ASSETS
1996 1995
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,374,300 $ 4,761,500
Trade receivables (Note 3) 4,988,100 3,076,500
Inventories:
Finished goods 2,719,400 3,402,100
Raw materials 2,141,300 2,170,000
Prepaid expenses 564,300 431,000
Deferred tax assets 503,500 503,500
____________________________
Total current assets 14,290,900 14,344,600
Property, plant and equipment
at cost 29,424,500 28,825,400
Less accumulated depreciation 8,506,900 8,249,900
____________________________
20,917,600 20,575,500
Other assets 346,300 741,100
____________________________
$35,554,800 $35,661,200
</TABLE>
<TABLE>
LIABILITIES & SHAREHOLDERS' EQUITY
1996 1995
<S> <C> <C>
Current liabilities:
Notes payable $ 105,700 $ -
Accounts payable 5,554,000 3,347,100
Accrued expenses 1,921,500 3,426,300
Current maturities of
long-term debt 1,074,600 1,074,600
____________________________
Total current liabilities 8,655,800 7,848,000
Long-term debt 10,199,300 10,474,300
Deferred income taxes 729,900 729,900
____________________________
19,585,000 19,052,200
Shareholders' equity (Note 2):
Common stock 1,003,100 1,003,100
Capital in excess of par 4,719,000 4,719,000
Retained Earnings 10,247,700 10,886,900
____________________________
Shareholders' equity 15,969,800 16,609,000
____________________________
$35,554,800 $35,661,200
</TABLE>
See Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1
In the opinion of management, the financial information in this report
reflects all adjustments necessary for a fair presentation of the results
for the interim periods.
NOTE 2
Per share data for 1996 was determined by using the weighted average number
of common shares outstanding during the period. Common equivalent shares were
not considered because their inclusion would have been anti-dilutive.
Per share data for 1995 was determined by using the weighted average number
of common and common equivalent shares outstanding, using the treasury stock
method.
Average shares outstanding used in the above computations were 10,030,900 for
1996 and 10,280,900 for 1995.
At March 31, 1996 there were 20,000,000 shares of the Company's $.10 par
value common stock authorized. The Company's shareholders at the annual
meeting will consider an increase in the authorized shares of the Company.
NOTE 3
Allowances for doubtful accounts at March 31, 1996 and December 31, 1995 were
$571,800 and $501,100 respectively.
Market Information
The high and low prices or bid quotations of Scott's Liquid Gold-Inc. common
stock as traded on the New York Stock Exchange commencing November 23, 1994,
nd prior to that date on Nasdaq National Market, were as follows:
<TABLE>
High Low
Three Months Ended Bid Bid
<S> <C> <C>
June 30, 1994 7-3/4 3-3/8
September 30, 1994 7-3/8 3-3/4
December 31, 1994 6-11/16 3-7/8
March 31, 1995 6 5-1/8
June 30, 1995 5-5/8 3-3/4
September 30, 1995 4-3/4 3-1/4
December 31, 1995 3-5/8 2-1/2
March 31, 1996 3 2-1/2
</TABLE>
The above quotations prior to November 23, 1994 represent prices between
dealers, and do not include retail mark-up or commissions; nor do they
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
GENERAL
The Company manufactures and markets household chemical products, skin care
products and cigarette filters. In early 1992, the Company entered into the
cosmetics business, introducing a new line of skin care products, Alpha Hydrox,
which is sold throughout the United States. Sales of the cosmetics line were
$15.8 million in 1993, $30.6 million in 1994 and $31.6 million in 1995. As a
result, net income increased from $373,800 in 1992 to $2,928,700 in 1993, and to
$5,851,500 in 1994. However, in 1995, net income declined to $2,823,400 due to
heavy advertising of cosmetics products and a decline of 12.3% in sales of the
Company's household chemical products. For a variety of reasons, which are
explained below, the Company experienced an operating loss for the first quarter
of 1996.
RESULTS OF OPERATIONS
SUMMARY OF RESULTS AS A PERCENTAGE OF NET SALES
(Audited) Three Months
Ended
Year Ended March 31,
Dec. 31, 1995 1996 1995
Net sales
Scott's Liquid Gold
household products 36.8% 37.1% 36.3%
Neoteric Cosmetics 61.1% 61.0% 61.7%
Aquafilters 2.1% 1.9% 2.0%
_______________________________
Total net sales 100.0% 100.0% 100.0%
Cost of sales 28.2% 33.9% 28.0%
_______________________________
Gross profit 71.8% 66.1% 72.0%
Other revenue 1.0% 0.5% 1.2%
_______________________________
72.8% 66.6% 73.2%
Operating expenses 62.4% 69.4% 71.7%
Interest 1.6% 2.2% 1.2%
_______________________________
64.0% 72.9% 71.6%
_______________________________
Income (loss) before 8.8% (5.0%) 0.3%
income taxes
THREE MONTHS ENDED MARCH 31, 1996
COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
Consolidated net sales for the first quarter of 1996 were $12,999,800 vs.
$14,448,300 for the first three months of 1995, a decrease of $1,448,500 or
about 10%. Average selling prices for the first quarter of 1996 were higher
than those of the first quarter of 1995 by $168,600, prices of household
chemical products being down by $89,300 (almost all of which related to Touch of
Scent), offset by an increase in average selling prices of cosmetics products
of $257,900.
During the first quarter of 1996, net sales of cosmetics products accounted
for 61.0% of consolidated net sales compared to 61.7% for the first quarter of
1995. Net sales of these products for those periods were $7,931,700 in 1996
compared to $8,915,800 in 1995, a decrease of $984,100 or
11.0 %. Of that decrease, over $700,000 pertained to sales of Men's After
Shave Lotion, a product discontinued by the Company. Sales of Alpha Hydrox
products have now declined for two consecutive quarters. To the Company's
knowledge, industry-wide sales of skin care products containing alpha hydroxy
acids have flattened, both in the prior year and for the first quarter of 1996.
In addition, the Company believes that declines in sales of its products are
attributable to increased competition, particularly from private label products
containing alpha hydroxy acids. As was set forth in the Company's 1995 Annual
Report, `no assurance can be given that 1996 sales of the Company's skin care
products will exceed or be the same as those of 1995.''
Sales of household chemical products for the first quarter of 1996
accounted for 37.1% of consolidated net sales compared to 36.3% for the same
quarter of 1995. These products are comprised of Scott's Liquid Gold for Wood,
a wood cleaner which preserves as it cleans, and Touch of Scent, a room air
freshener. During the three months ended March 31, 1996, sales of household
chemical products were $4,825,000 compared to $5,251,200 for the first three
months of 1995, a decrease of $426,200 or 8.1%. Sales of Scott's Liquid Gold
for wood were down by $53,600, a decrease of 2.0%, and sales of Touch of Scent
were down by $372,600 or 14.2%. As indicated below, advertising levels for
household chemical products decreased in the first quarter of 1996 compared to
the same period of 1995; and there was no television advertising in the first
quarter of 1996 for Touch of Scent products. Touch of Scent sales have now
declined for 7 consecutive quarters (in the aggregate, by $2,467,000). In an
effort to increase sales of its air fresheners in the future, the Company is now
using a new concentrated formula and is test marketing a new variety of highly
decorative dispensers.
Net sales of Aquafilters, a disposable cigarette filter, represented
1.9% of consolidated net sales during the first quarter of 1996 compared to 2.0%
for the comparable quarter of 1995. Such sales were lower in 1996 than in 1995
by $38,200, a decrease of 13.6%. Over the last several years, sales of
Aquafilters have declined. For this reason, the Company has, from time to time,
actively attempted to sell Aquafilter's land and building. (Such property is
currently not listed for sale.) The Company expends very little money to
advertise this product.
On a consolidated basis, cost of goods sold was $4,403,900 during the
first quarter of 1996 compared to $4,048,600 for the same quarter of 1995, an
increase of 8.8% (on a decrease in sales of 10%). As a percentage of
consolidated net sales, cost of goods sold was 33.9% for the first quarter of
1996 vs. 28.0% in 1995, an increase of 21.1%. For simplicity, in order to
analyze the change in cost of goods as a percentage of consolidated net sales,
the explanation which follows assumes that, for the first quarter of 1995,
identical products and quantities thereof were sold as were sold in the first
quarter of 1996.
During the first quarter of 1996, costs of raw materials increased by
$417,800. Raw material costs for Touch of Scent increased by $450,600, which
was offset by a net reduction of $32,800 in raw
material costs for other products (Scott's Liquid Gold being up by $31,500 and
Alpha Hydrox being down by $64,300). The increase in the cost of raw materials
for Touch of Scent was primarily attributable to the reformulation of refill
units to meet regulatory requirements, particularly those of the State of
California.
Due to the addition of a new plant facility, including machinery and
equipment, depreciation and property taxes increased during the first quarter of
1996, as did the Company's laboratory expenses and other items classified by
the Company as factory overhead. Such increases (over the first quarter of
1995), including production variances, especially in the area of under-absorbed
overhead caused by lower production during the first quarter, amounted to
$359,600. Direct labor for the first quarter of 1996 was greater than that of
the first quarter of 1995 by $25,900.
In total, the cost of producing the products sold in 1996 was higher than
that of 1995 by $803,300. But for the increases in production costs addressed
above and the 1996 average price increases, the gross profit percentage for the
first three months of 1996 would have been about the same as it was for the
first quarter of 1995.
Advertising expenses for the first three months of 1996 were $5,349,400
compared to $6,563,800 for the comparable three months of 1995, a decrease of
$1,214,400 or 18.5 %. Such decrease was a part of the Company's planned
reduction in advertising expenditures for 1996. Of this decrease, $555,500
pertained to cosmetics products and $658,900 pertained to household chemical
products. During the remaining three quarters of 1996, the Company intends
to spend significant amounts for advertising of its products, but at a reduced
rate. The Company believes that it must continue to advertise aggressively
because (i) competitive products continue to enter the marketplace and,
accordingly, the Alpha Hydrox name needs be kept in front of current consumers;
and (ii) advertising is essential to maintain or increase sales levels of both
the Company's cosmetics and household chemical products. The Company
recognizes that sustaining its advertising program is highly dependent upon
sales of its skin care products.
Selling expenses for the first quarter of 1996 were $2,094,900 compared to
$2,264,600 for the comparable quarter of 1995, a decrease of $169,700 or 7.5%.
Of that decrease, $116,600 is attributable to a decrease in shipping expenses
and sales commissions (which vary with sales volume), $73,900 relates to
decreased costs of slotting and couponing, and $32,600 to telemarketing
expenses, all offset by a variety of net increases and decreases in other
selling expenses, none of which, by itself, was material. Administrative
expenses were higher in the first quarter of 1996 than those of the first
quarter of 1995 by $52,300, an increase of 3.4%.
Interest expense for the first quarter of 1996 was greater than that of the
comparable quarter of 1995 by $108,400, an increase of 61.8%, which was due to
a decrease in the amount of interest capitalized during the construction of the
Company's physical facilities. (See Liquidity and Capital Resources below.)
Other income decreased by $107,700 during the quarter ended March 31, 1996
compared to the same quarter of 1995 due to the investment during 1994 and 1995
of the net proceeds of the Company's bond issue (see Liquidity and Capital
Resources below).
During the first quarter of 1996 and 1995, expenditures for research and
development were not material (under 1% of revenues).
LIQUIDITY AND CAPITAL RESOURCES
On July 29, 1994, the Company consummated a $12 million bond issuance to
finance the expansion of the Company's Denver facilities. This expansion,
necessitated by the growth of the Company's wholly-owned subsidiary, Neoteric
Cosmetics, Inc., manufacturer of Alpha Hydrox skin care products, included
construction of a 74,600 square foot office building, replacing a smaller,
existing office structure; and an additional 52,000 square feet of
manufacturing and warehouse space at an aggregate cost of approximately $13.65
million , including the cost of furniture, fixtures and equipment. Construction
of the project began in August of 1994 and was completed in January, 1996.
After expenses (including an underwriter's commission) and repayments of
certain indebtedness, the net proceeds of the bond issuance available for
construction of the expanded facilities was $8,861,300. The net proceeds of
the bond issue were disbursed over the construction period to cover building
costs as such costs were incurred and certified by the project's architect.
Because the cost of the construction project, including machinery and office
furnishings, was approximately $13.65 million, the Company needed to generate,
prior to the completion of the project, approximately $4.8 million from
operations to pay for the entire project. All bond proceeds had been paid out
prior to December 31, 1995. Also, at this time, all moneys required to be paid
out of Company funds has been paid.
Interest on the $12 million bond issue is payable semi-annually beginning
on January 1, 1995 at the rate of 10% per annum. (The January 1996 interest
payment was made in a timely manner. There is no reason to believe that the
interest payment due on July 1, 1996 will not be made as is required by the Bond
Indenture.) A sinking fund payment of $1 million is required annually, with a
first payment in 1995. That requirement was fulfilled prior to the end of 1995.
Currently, the Company is voluntarily paying $183,333 each month to the Trustee
to cover future interest and sinking fund payments. The Trustee, at the
Company's request, holds such moneys in accounts to which the Company has no
access.
Among other things, the Bond Indenture requires that the Company maintain a
current ratio of at least 1.0:1 while the bonds are outstanding, and further
requires that the Company maintain a ratio of consolidated funded debt (reduced
by any amount held in the bond sinking fund) to consolidated net worth of not
more than 1.5:1. Both of the foregoing requirements were met at March 31, 1996.
The Bond Indenture also states that the Company may not declare or pay any
dividend or distribution on its equity securities, purchase or otherwise
acquire securities of the Company, or incur any additional consolidated funded
debt if, after giving effect to the action, the ratio of consolidated funded
debt (reduced by amounts held in the bond sinking fund) to consolidated net
worth would exceed 1.25 to 1 on January 1, 1996 and thereafter. The bonds are
secured by a first deed of trust on the Company's Denver land and buildings,
including new structures financed by the bond issuance.
During the first quarter of 1996, the Company's working capital decreased
by $861,500, and concomitantly, its current ratio (current assets divided by
current liabilities) decreased from 1.83:1 at December 31, 1995 to 1.65:1 at
March 31, 1996. This decrease in working capital is attributable to a net loss
in the first quarter of $639,200, capital expenditures in excess of depreciation
of $342,100, and reductions of long-term debt of $275,000; all offset by a
decrease in other assets of $394,800. At March 31, 1996, the ratio of
consolidated funded debt to consolidated net worth was .64:1.
Other assets were $394,800 less than those at December 31, 1995 primarily
due to the completion of the Company's construction project. Contract
commitments at the end of 1995 were estimated to be $371,000 which was recorded
on the Company's books as an other asset offset by a current liability at year
end.
OTHER
As previously reported, the Company is a defendant in an environmental
lawsuit brought by the United States Justice Department at the request of the
United States Army, alleging contribution by the Company's Denver facilities to
contamination in a groundwater aquifer underlying a portion of the Rocky
Mountain Arsenal. Discovery in the case was completed in April, 1996. No trial
date has yet been scheduled. The Company continues to believe strongly that
the lawsuit is unjustified and is mounting a vigorous defense.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See "Other" in item 2 of Part I of this Report for information concerning a
lawsuit against Scott's Liquid Gold-Inc. (the "Company") involving the Rocky
Mountain Arsenal. Additional information regarding this lawsuit is contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
The court has now scheduled the commencement of the trial in this case for
September 30, 1996.
In May, 1996, a lawsuit was commenced against Neoteric Cosmetics, Inc., an
individual, and three other cosmetics manufacturers alleging infringement of
certain patents. Neoteric Cosmetics is a wholly-owned subsidiary of the Company
which manufactures and sells skin care products under the name Alpha Hydrox.
The lawsuit is TriStrata Technology, Inc., plaintiff v. Neoteric Cosmetics,
Inc., et al., filed in the United States District Court for the District of
Delaware, Civil Action No. 96-227. The plaintiff claims to be the assignee of
four patents relating to the use of alpha hydroxy acids to treat or reduce
cosmetic conditions, particularly wrinkles or fine lines. Three of the patents
were issued in 1995; and one, which was issued in 1992, was the subject of a re-
examination completed in 1995. The individuals to whom the patents were issued
and who are involved in the plaintiff were also claimants in a lawsuit filed
against the Company in May, 1992 which concerned other patents and which was
settled on confidential terms having no material effect on the Company.
Item 2. Changes in Securities
At its Annual Meeting of shareholders on May 1, 1996, the company adopted
amendments to its articles of incorporation to increase the authorized shares
of common stock to 50,000,000 shares and also to authorize 20,000,000 shares
of preferred stock of the Company issuable in one or more series. The amendment
regarding the preferred stock authorizes the Board of Directors, without any
further shareholder action (unless such action is required in a specific case by
applicable laws or regulations or stock exchange rules), to issue from time to
time shares of Preferred Stock as one class without series or in one or more
series and to fix by resolution the designations, preferences, limitations and
relative rights of such class or each such series. The class as a whole or any
series of Preferred Stock could, as determined by the Board of Directors at the
time of issuance, rank, with respect to dividends, limited voting rights,
redemption and liquidation rights, senior to the Company's Common Stock.
Under the amendment, the Preferred Stock has no voting rights except for
the following: (a) voting rights required by applicable law (which currently
provides for a vote of a class or series for certain amendments to the articles
of incorporation affecting the class or series); (b) voting rights which the
Board of Directors may grant to the class or a series of the Preferred Stock
with respect to any amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the class or series;
and (c) voting rights which the Board of Directors may grant to the class or a
series of the Preferred Stock to elect a certain number of directors of the
Company if there is a failure to pay dividends on the class or series for a
period of time or to make a mandatory redemption payment when due for the class
or series. The terms, conditions and limitations of any such voting rights will
be determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur.
It is not possible to state the precise effects of the authorization of the
preferred Stock upon the rights of the holders of the Company's Common Stock,
until the Board of Directors determines the respected preferences, limitations,
and relative rights of the holders of the class as a whole or of any series of
the Preferred Stock. Such effects might include: (a) reduction of the amount
otherwise available for the payment of dividends on Common Stock, to the extent
dividends are payable on any issued Preferred Stock; (b) restrictions on
dividends on the Common Stock; (c) voting rights of any series or the class of
Preferred Stock to vote separately, or to vote with the Common Stock, on limited
matters as indicated above; (d) conversion of the Preferred Stock into Common
Stock at such prices as the Board determines, which could include issuance at
below the fair market value or original issue price of the Common Stock diluting
the book value per share of the outstanding Common Stock; and (e) the holders of
Common Stock not being entitled to share in the Company's assets upon
liquidation until satisfaction of any liquidation preference granted to holders
of the Preferred Stock.
The Company currently has no arrangements, agreements, understandings or
plans for the issuance of any Preferred Stoc
Item 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
On May 1, 1996, the Company held its 1996 Annual Meeting of Shareholders.
At that meeting, the seven existing directors were nominated and re-elected as
directors of the Company. These seven persons constitute all members of the
Board of Directors of the Company. These directors and the votes for and
withheld for each of them were as follows:
For Withheld
Jerome J. Goldstein 8,843,970 633,602
Mark E. Goldstein 8,871,970 605,602
Carolyn J. Anderson 8,873,480 604,092
Barry Shepard 8,881,960 595,612
Dennis H. Field 8,891,660 585,912
James F. Keane 8,879,460 598,112
Michael J. Sheets 8,853,515 624,057
In addition, at the 1996 Annual Meeting, the Company's shareholders
approved and adopted three amendments to the Company's Articles of
Incorporation, which amendments are briefly described below and were set forth
as Exhibit A to the Proxy Statement dated march 22, 1996 of the Company.
The votes at such meeting with respect to an amendment to the Company's
Articles of Incorporation to increase the authorized number of shares of the
Company's Common Stock to 50,000,000 were as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
8,439,116 984,771 53,685 -0-
The votes at such meeting with respect to an amendment to the Company's
Articles of Incorporation to authorize up to 20,000,000 shares of preferred
stock of the Company issuable in one or more series were as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
7,018,487 1,023,994 82,224 1,352,867
The votes at such meeting with respect to an amendment to the Company's
Articles of Incorporation to delete a provision on indemnification of directors
and officers were as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
8,753,908 621,485 102,179 -0-
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports were filed by the Company on Form 8-K for the First
Quarter of 1996.
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.
SCOTT'S LIQUID GOLD-INC.
Date: May 13, 1996 BY: /s/ Mark E. Goldstein
Mark. E. Goldstein,
President
Date: May 13, 1996 BY: /s/ Barry Shepard
Barry Shepard, Treasurer
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Scott's
Liquid Gold-Inc. First Quarter 996 10-Q and is qualified in its entirety to such
10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> $ 3,374,300
<SECURITIES> 0
<RECEIVABLES> $ 5,559,900
<ALLOWANCES> $ 571,800
<INVENTORY> $ 4,860,700
<CURRENT-ASSETS> $14,290,900
<PP&E> $29,424,500
<DEPRECIATION> $ 8,506,900
<TOTAL-ASSETS> $35,554,800
<CURRENT-LIABILITIES> $ 8,655,800
<BONDS> $12,000,000
<COMMON> $ 1,003,100
0
0
<OTHER-SE> $14,966,700
<TOTAL-LIABILITY-AND-EQUITY> $35,554,800
<SALES> $12,999,800
<TOTAL-REVENUES> $13,067,600
<CGS> $ 4,403,900
<TOTAL-COSTS> $13,706,800
<OTHER-EXPENSES> $ 9,019,200
<LOSS-PROVISION> $ 0
<INTEREST-EXPENSE> $ 283,700
<INCOME-PRETAX> $( 639,200)
<INCOME-TAX> $ 0
<INCOME-CONTINUING> $ 0
<DISCONTINUED> $ 0
<EXTRAORDINARY> $ 0
<CHANGES> $ 0
<NET-INCOME> $( 639,200)
<EPS-PRIMARY> $( .06)
<EPS-DILUTED> $( .06)
</TABLE>
