UNITED STATES
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, 2009
Commission File No. 001-13458
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: (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 such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ](Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
As of March 31, 2009, the Registrant had 10,795,000 of its $0.10 par
value common stock outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
2009 2008
----------- -----------
Net sales $ 3,891,900 $ 4,093,800
----------- -----------
Operating costs and expenses:
Cost of Sales 2,245,700 2,201,900
Advertising 72,200 111,200
Selling 1,032,200 1,340,300
General and administrative 657,600 800,000
----------- -----------
4,007,700 4,453,400
----------- -----------
Loss from operations (115,800) (359,600)
Interest income 2,900 8,500
Interest expense (74,600) (103,100)
----------- -----------
Loss before income taxes (187,500) (454,200)
Income tax expense (benefit) - -
----------- -----------
Net loss $ (187,500) $ (454,200)
=========== ===========
Net loss per common share (Note 2):
Basic $ (0.02) $ (0.04)
=========== ===========
Diluted $ (0.02) $ (0.04)
=========== ===========
Weighted average shares outstanding:
Basic 10,732,000 10,582,700
=========== ===========
Diluted 10,732,000 10,582,700
=========== ===========
See accompanying notes to consolidated financial statements.
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
2009 2008
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 910,900 $ 909,900
Investment securities 4,400 4,500
Trade receivables, net of allowance
of $61,300 and $59,800, respectively,
for doubtful accounts 344,200 349,600
Other receivables 263,400 220,700
Inventories, net 2,872,200 2,754,500
Prepaid expenses 143,900 120,700
----------- -----------
Total current assets 4,539,000 4,359,900
Property, plant and equipment, net 11,948,800 12,081,900
Other assets 50,000 51,100
----------- -----------
TOTAL ASSETS $16,537,800 $16,492,900
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,573,600 $ 1,348,800
Accrued payroll and benefits 667,300 691,800
Other accrued expenses 417,300 353,100
Current maturities of long-term debt 277,000 273,600
----------- -----------
Total current liabilities 2,935,200 2,667,300
Long-term debt, net of current maturities 4,300,000 4,371,300
----------- -----------
TOTAL LIABILITIES 7,235,200 7,038,600
Commitments and contingencies
Shareholders' equity:
Common stock; $.10 par value, authorized
50,000,000 shares; issued and
outstanding 10,795,000 shares,
and 10,695,000 shares, respectively 1,079,500 1,069,500
Capital in excess of par 5,205,600 5,179,700
Accumulated comprehensive income 400 500
Retained earnings 3,017,100 3,204,600
----------- -----------
Shareholders' equity 9,302,600 9,454,300
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $16,537,800 $16,492,900
=========== ===========
See accompanying notes to consolidated financial statements.
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
-------------------------
2009 2008
----------- -----------
Cash flows from operating activities:
Net loss $ (187,500) $ (454,200)
----------- -----------
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 134,200 157,100
Stock issued to ESOP 17,000 -
Stock based compensation 18,900 15,200
Changes in assets and liabilities:
Trade and other receivables, net (1,019,400) (58,100)
Inventories, net (117,700) (158,400)
Prepaid expenses and other assets (23,200) 115,300
Accounts payable and accrued expenses 264,500 49,700
----------- -----------
Total adjustments to net loss (725,700) 120,800
----------- -----------
Net Cash Used by
Operating Activities (913,200) (333,400)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant & equipment - (8,800)
----------- -----------
Net Cash Used by
Investing Activities - (8,800)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of accounts receivable 982,100 -
Proceeds from exercise of stock options - 9,200
Principal payments on long-term borrowings (67,900) (50,200)
----------- -----------
Net Cash Provided (Used) by
Financing Activities 914,200 (41,000)
---------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 1,000 (383,200)
Cash and Cash Equivalents, beginning of period 909,900 1,483,300
----------- -----------
Cash and Cash Equivalents, end of period $ 910,900 $ 1,100,100
=========== ===========
Supplemental disclosures:
Cash Paid during period for:
Interest $ 74,600 $ 103,200
=========== ===========
Income taxes $ - $ -
=========== ===========
See accompanying notes to consolidated financial statements.
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Summary of Significant Accounting Policies
(a) Company Background
Scott's Liquid Gold-Inc. (a Colorado corporation) was incorporated
on February 15, 1954. Scott's Liquid Gold-Inc. and its wholly owned
subsidiaries (collectively, "we" or "our") manufacture and market quality
household and skin care products, and we fill, package and market our
Mold Control 500 product. Since the first quarter of 2001, we have
acted as the distributor in the United States for beauty care products
contained in individual sachets and manufactured by Montagne Jeunesse.
In 2006 and 2007, we began the distribution of certain other products.
Our business is comprised of two segments -- household products and skin
care products.
(b) Principles of Consolidation
Our consolidated financial statements include our accounts and
those of our wholly-owned subsidiaries. All intercompany accounts and
transactions have been eliminated.
(c) Basis of Preparation of Financial Statements
We have prepared these unaudited interim consolidated financial
statements in accordance with the rules and regulations of the Securities
and Exchange Commission. Such rules and regulations allow the omission
of certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles as long as the statements are not misleading.
In the opinion of management, all adjustments necessary for a fair
presentation of these interim statements have been included and are of
a normal recurring nature. These interim financial statements should be
read in conjunction with our financial statements included in our 2008
Annual Report on Form 10-K. The results of operations for the interim
period may not be indicative of the results to be expected for the full
fiscal year.
(d) Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant
estimates include, but are not limited to, realizability of deferred tax
assets, reserves for slow moving and obsolete inventory, customer returns
and allowances, coupon redemptions, bad debts, and stock based compensation.
(e) Cash Equivalents
We consider all highly liquid investments with an original maturity
of three months or less at the date of acquisition to be cash equivalents.
(f) Investments in Marketable Securities
We account for investments in marketable securities in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 115
"Accounting for Certain Investments in Debt and Equity Securities",
which requires that we classify investments in marketable securities
according to management's intended use of such investments. We invest
our excess cash and have established guidelines relative to diversification
and maturities in an effort to maintain safety and liquidity. These
guidelines are periodically reviewed and modified to take advantage of
trends in yields and interest rates. We consider all investments as
available for use in our current operations and, therefore, classify them
as short-term, available-for-sale investments. Available-for-sale
investments are stated at fair value, with unrealized gains and losses,
if any, reported net of tax, as a separate component of shareholders'
equity and comprehensive income (loss). The cost of the securities sold
is based on the specific identification method. Investments in corporate
and government securities as of March 31, 2009, are scheduled to mature
within one year.
(g) Sale of Accounts Receivable
We have adopted SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities"
("SFAS 140"). SFAS 140 provides standards for distinguishing
transfers of financial assets that are sales from transfers that are
secured borrowings. On November 3, 2008, effective as of October 31,
2008, we established a $1,200,000 factoring line with an asset-based
lender ("Lender") and secured by accounts receivable, inventory, any
lease in which we are a lessor, all investment property and guarantees
by our active subsidiaries. This facility enables us to sell selected
accounts receivable invoices to the Lender with full recourse against
us. These transactions qualify for a sale of assets since (1) we have
transferred all of our rights, title and interest in the selected
accounts receivable invoices to the Lender, (2) the Lender may pledge,
sell or transfer the selected accounts receivable invoices, and (3) we
have no effective control over the selected accounts receivable invoices
since we are not entitled to or obligated to repurchase or redeem the
invoices before their maturity and we do not have the ability to
unilaterally cause the Lender to return the invoices. Under SFAS 140,
after a transfer of financial assets, an entity recognizes the financial
and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. During the first quarter of
2009, we sold approximately $1,403,000 of our accounts receivable
invoices to the Lender under a financing agreement for approximately
$982,100. Pursuant to the provisions of SFAS 140, we reflected the
transaction as a sale of assets and established an accounts receivable
from the Lender for the retained amount less the costs of the transaction
and less any anticipated future loss in the value of the retained asset.
The retained amount is equal to 30% of the total accounts receivable
invoice sold to the Lender less 1.12% of the total invoice as a
collateral management fee plus a daily finance fee, based on Wall Street
Journal prime (3.25% at March 31, 2009)plus 1%, imposed on (a) the net
of the outstanding accounts receivable invoices less (b) any retained
amounts due to us. The estimated future loss reserve for each receivable
included in the estimated value of the retained asset is based on the
payment history of the customer. Included in "Other receivables" at
March 31, 2009, we have an outstanding retained receivable of
approximately $196,200 representing 30% of $653,800 of unsettled
receivable invoices sold to the Lender as well as $48,200 due to us
resulting from customer remittances paid direct to the Lender on
invoices which were not sold to the Lender. Also, at March 31, 2009,
approximately $765,000 of this credit line was available for future
factoring of accounts receivable invoices.
(h) Inventories
Inventories consist of raw materials and finished goods and are
stated at the lower of cost (first-in, first-out method) or market.
We record a reserve for slow moving and obsolete products and raw
materials. We estimate reserves for slow moving and obsolete products
and raw materials based upon historical and anticipated sales.
Inventories were comprised of the following at:
March 31, 2009 December 31, 2008
-------------- -----------------
Finished goods $ 1,876,300 $ 1,898,100
Raw materials 1,380,800 1,241,300
Inventory reserve
for obsolescence (384,900) (384,900)
----------- -----------
$ 2,872,200 $ 2,754,500
=========== ===========
(i) Property, Plant and Equipment
Property, plant and equipment are recorded at historical cost.
Depreciation is provided using the straight-line method over estimated
useful lives of the assets ranging from three to forty-five years.
Building structures and building improvements are estimated to have
useful lives of 35 to 45 years and 3 to 20 years, respectively.
Production equipment and production support equipment are estimated to
have useful lives of 15 to 20 years and 3 to 10 years, respectively.
Office furniture and office machines are estimated to have useful lives
of 10 to 20 and 3 to 5 years, respectively. Carpeting, drapes and
company vehicles are estimated to have useful lives of 5 to 10 years.
Maintenance and repairs are expensed as incurred. Improvements that
extend the useful lives of the assets or provide improved efficiency are
capitalized.
(j) Financial Instruments
Financial instruments which potentially subject us to concentrations
of credit risk include cash and cash equivalents, investments in marketable
securities, and trade receivables. We maintain our cash balances in the
form of bank demand deposits with financial institutions that management
believes are creditworthy. As of the balance sheet date and periodically
throughout the year, the Company has maintained balances in various
operating accounts in excess of federally insured limits. We establish
an allowance for doubtful accounts based upon factors surrounding the
credit risk of specific customers, historical trends and other
information. We have no significant financial instruments with
off-balance sheet risk of accounting loss, such as foreign exchange
contracts, option contracts or other foreign currency hedging
arrangements.
The recorded amounts for cash and cash equivalents, receivables,
other current assets, and accounts payable and accrued expenses
approximate fair value due to the short-term nature of these financial
instruments. Our long-term debt bears interest at a fixed rate that
adjusts annually on the anniversary date to a then prime rate. The
carrying value of long-term debt approximates fair value as of
March 31, 2009 and December 31, 2008.
Assets measured at fair value on a recurring basis are as follows:
Fair Value Measurements at March 31, 2009
-------------------------------------------------------
Quoted Prices in Significant
Active Markets Other Significant
Total For Identical Observable Unobservable
Fair Assets Inputs Inputs
Description Value (Level 1) (Level 2) (Level 3)
------------------ -------- ---------------- ----------- ------------
Available-for-sale
securities $4,400 $4,400 $ - $ -
-------- ---------------- ----------- ------------
Total $4,400 $4,400 $ - $ -
======== ================ =========== ============
(k) Long-Lived Assets
We account for long-lived assets in accordance with the provisions
of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future
net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(l) Income Taxes
We account for income taxes in accordance with the provisions of
SFAS No. 109, "Accounting for Income Taxes", which requires the
recognition of deferred tax assets and liabilities for the expected
future tax consequences attributable to differences between the financial
statement carrying amounts of assets and liabilities and their respective
income tax bases. A valuation allowance is provided when it is more
likely than not that some portion or all of a deferred tax asset will not
be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the period in which
related temporary differences become deductible. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled.
(m) Revenue Recognition
Revenue is recognized when an arrangement exists to sell our
product, we have delivered such product in accordance with that
arrangement, the sales price is determinable, and collectibility is
probable. Reserves for estimated market development support, pricing
allowances and returns are provided in the period of sale as a
reduction of revenue. Reserves for returns and allowances are recorded
as a reduction of revenue, and are maintained at a level that management
believes is appropriate to account for amounts applicable to existing
sales. Reserves for coupons and certain other promotional activities are
recorded as a reduction of revenue at the later of the date at which the
related revenue is recognized or the date at which the sales incentive is
offered. At March 31, 2009 and December 31, 2008 approximately $660,000
and $600,000, respectively, had been reserved as a reduction of accounts
receivable, and approximately $23,000 and $23,000, respectively, had been
reserved as current liabilities. Co-op advertising, marketing funds,
slotting fees and coupons are deducted from gross sales and totaled
$356,200 and $378,300 in the quarters ended March 31, 2009 and 2008,
respectively.
(n) Advertising Costs
Advertising costs are expensed as incurred.
(o) Stock-based Compensation
During the first quarter of 2009, we granted 90,000 options for
shares of our common stock to a certain officer and two non-employee
directors at $0.17 per share. The options which vest ratably over
forty-eight months, or upon a change in control, and which expire after
five years, were granted at or above the market value as of the date
of grant.
The weighted average fair market value of the options granted in
the first quarter of 2009 and 2008 were estimated on the date of grant,
using a Black-Scholes option pricing model with the following assumptions:
March 31, 2009 March 31, 2008
-------------- --------------
Expected life of options
(using the "simplified" method) 4.5 years 4.5 years
Risk-free interest rate 1.9% 2.9%
Expected volatility of stock 75% 71%
Expected dividend rate None None
Compensation cost related to stock options recognized in operating
results (included in general and administrative expenses) under
SFAS 123R was $18,900 in the three months ended March 31, 2009.
Approximately $183,000 of total unrecognized compensation costs related
to non-vested stock options is expected to be recognized over the next
forty-seven months. In accordance with SFAS 123R, there was no tax
benefit from recording the non-cash expense as it relates to the options
granted to employees, as these were qualified stock options which are not
normally tax deductible. With respect to the non-cash expense associated
with the options granted to the non-employee directors, no tax benefit was
recognized due to the existence of as yet unutilized net operating
losses. At such time as these operating losses have been utilized and a
tax benefit is realized from the issuance of non-qualified stock options,
a corresponding tax benefit may be recognized.
(p) Comprehensive Income
We follow SFAS No. 130, "Reporting Comprehensive Income" which
establishes standards for reporting and displaying comprehensive income
and its components. Comprehensive income includes all changes in equity
during a period from non-owner sources.
The following table is a reconciliation of our net loss to our total
comprehensive loss for the quarters ended March 31, 2009 and 2008:
2009 2008
----------- -----------
Net loss $ (187,500) $ (454,200)
Unrealized gain (loss) on
investment securities (100) 100
----------- -----------
Comprehensive loss $ (187,600) $ (454,100)
=========== ===========
(q) Operating Costs and Expenses Classification
Cost of sales includes costs associated with manufacturing and
distribution including labor, materials, freight-in, purchasing and
receiving, quality control, internal transfer costs, repairs, maintenance
and other indirect costs, as well as warehousing and distribution costs.
We classify shipping and handling costs comprised primarily of
freight-out and nominal outside warehousing costs as a component of
selling expense on the accompanying Consolidated Statement of Operations.
Shipping and handling costs totaled $346,000 and $403,000, for the
quarters ended March 31, 2009 and 2008, respectively.
Selling expenses consist primarily of shipping and handling costs,
wages and benefits for sales and sales support personnel, travel,
brokerage commissions, promotional costs, as well as other indirect costs.
General and administrative expenses consist primarily of wages and
benefits associated with management and administrative support
departments, business insurance costs, professional fees, office
facility related expenses, and other general support costs.
(r) Recently Issued Accounting Pronouncements
In December 2007 the Financial Accounting Standards Board (FASB)
issued SFAS No. 141R, "Business Combinations". This statement replaces
SFAS 141 and defines the acquirer in a business combination as the
entity that obtains control of one or more businesses in a business
combination and establishes the acquisition date as the date that the
acquirer achieves control. SFAS No. 141R requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date,
measured at its fair value as of that date. SFAS No. 141R also requires
the acquirer to recognize contingent consideration at the acquisition
date, measured at its fair value at that date. This statement is
effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Earlier adoption was
prohibited. The adoption of this statement did not have a material
effect on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board (FASB)
issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial
Statements - an Amendment of ARB No. 51". This statement amends ARB 51
to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
This statement is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. The adoption of this statement did not have a
material effect on the Company's financial statements.
In February 2008, the FASB issued FASB Staff Position 157-2,
Effective Date of FASB Statement No. 157, which delays the effective
date of SFAS No. 157, Fair Value Measurements ("SFAS No. 157"), for
nonfinancial assets and liabilities to fiscal years beginning after
November 15, 2008. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair
value measurements. SFAS No. 157 applies to other accounting
pronouncements that require or permit fair value measurements and does
not any new fair value measurements. On January 1, 2009, we adopted
SFAS No. 157-2 for nonfinancial assets and liabilities and it did not
have a material effect on the Company's financial statements.
Note 2. Earnings per Share
Per share data was determined by using the weighted average number
of common shares outstanding. Potentially dilutive securities, including
stock options, are considered only for diluted earnings per share, unless
considered anti-dilutive. The potentially dilutive securities, which are
comprised of outstanding stock options of 1,922,900 and 1,922,150 at
March 31, 2009 and 2008, respectively, were excluded from the computation
of weighted average shares outstanding due to their anti-dilutive effect.
A reconciliation of the weighted average number of common shares
outstanding for the three months ended March 31 follows:
2009 2008
---------- ----------
Common shares outstanding,
beginning of the year 10,695,000 10,575,000
Shares issued to ESOP (a) 37,000 -
Stock options exercised - 7,700
---------- ----------
Weighted average number of
common shares outstanding 10,732,000 10,582,700
Dilutive effect of common share
equivalents - -
---------- ----------
Diluted weighted average number
of common shares outstanding 10,732,000 10,582,700
========== ==========
(a) In February 2009, the Board of Directors authorized and the
Company issued 100,000 shares of common stock to the Employee Stock
Ownership Plan at a price of $0.17 per share.
At March 31, 2009, there were authorized 50,000,000 shares of our
$.10 par value common stock and 20,000,000 shares of preferred stock
issuable in one or more series. None of the preferred stock was issued
or outstanding at March 31, 2009.
Note 3. Segment Information
We operate in two different segments: household products and skin
care products. Our products are sold nationally and internationally
(primarily Canada), directly and through independent brokers, to mass
merchandisers, drug stores, supermarkets, wholesale distributors and
other retail outlets. Management has chosen to organize our business
around these segments based on differences in the products sold. The
household products segment includes "Scott's Liquid Gold" for wood, a
wood cleaner which preserves as it cleans, Mold Control 500, a mold
remediation product, and "Touch of Scent" room air fresheners. The
skin care segment includes "Alpha Hydrox," alpha hydroxy acid cleansers
and lotions, a retinol product, and "Diabetic Skin Care", a healing
cream and moisturizer developed to address skin conditions of
diabetics. We also distribute skin care and other sachets of Montagne
Jeunesse and certain other products.
Accounting policies for our segments are the same as those
described in Note 1, "Summary of Significant Accounting Policies." Our
Management evaluates segment performance based on segment income or loss
before profit sharing, bonuses, income taxes and nonrecurring gains and
losses. The following provides information on our segments as of and for
the three months ended March 31:
2009 2008
----------------------- ------------------------
Household Skin Care Household Skin Care
Products Products Products Products
----------- ----------- ----------- -----------
Net sales to
external customers $ 1,826,700 $ 2,065,200 $ 1,732,300 $ 2,361,500
=========== =========== =========== ===========
Loss before
profit sharing,
bonuses and
income taxes $ (140,400) $ (47,100) $ (224,100) $ (230,100)
=========== =========== =========== ===========
Identifiable assets $ 2,790,600 $ 4,586,900 $ 3,077,400 $ 5,631,200
=========== =========== =========== ===========
The following is a reconciliation of segment information to
consolidated information for the three months ended March 31:
2009 2008
------------ -----------
Net sales to external customers $ 3,891,900 $ 4,093,800
=========== ===========
Loss before profit sharing,
bonuses and income taxes $ (187,500) $ (454,200)
=========== ===========
Consolidated loss before income taxes $ (187,500) $ (454,200)
=========== ===========
Identifiable assets $ 7,377,500 $ 8,708,600
Corporate assets 9,160,300 9,404,300
----------- -----------
Consolidated total assets $16,537,800 $18,112,900
=========== ===========
Corporate assets noted above are comprised primarily of our cash
and investments, and property and equipment not directly associated with
the manufacturing, warehousing, shipping and receiving activities.
Item 2. Management's Discussion and Analysis of Financial Condition
Results of Operations
Results of Operations
During the first quarter of 2009, we experienced an overall
decrease in net sales and a decrease in our net loss as compared to the
first quarter of 2008. Our net loss was $187,500 in the first quarter
of 2009 versus a net loss of $454,200 in the first quarter of 2008. The
decrease in our loss for the first quarter of 2009 compared to the first
quarter of 2008 resulted from a reduction in operating expenses as
detailed below.
Summary of Results as a Percentage of Net Sales
Year Ended Three Months Ended
December 31, March 31,
2008 2009 2008
----------- -------- --------
Net sales
Scott's Liquid Gold
household products 45.8% 46.9% 42.3%
Skin care products 54.2% 53.1% 57.7%
------ ------ ------
Total Net Sales 100.0% 100.0% 100.0%
Cost of Sales 56.9% 57.7% 53.8%
------ ------ ------
Gross profit 43.1% 42.3% 46.2%
Other revenue 0.2% 0.1% 0.2%
------ ------ ------
43.3% 42.4% 46.4%
------ ------ ------
Operating expenses 50.6% 45.3% 55.0%
Interest expense 2.1% 1.9% 2.5%
------ ------ ------
52.7% 47.2% 57.5%
------ ------ ------
Loss before income taxes (9.4%) (4.8%) (11.1%)
====== ====== ======
Our gross margins may not be comparable to those of other entities,
because some entities include all of the costs related to their
distribution network in cost of sales and others, like us, exclude a
portion of them (freight out to customers and nominal outside warehouse
costs) from gross margin, including them instead in the selling expense
line item. See Note 1(o), Operating Costs and Expenses Classification, to
the unaudited Consolidated Financial Statements in this Report.
Comparative Net Sales
Percentage
Increase
2009 2008 (Decrease)
----------- ----------- ----------
Scott's Liquid Gold and other
household products $ 1,605,600 $ 1,553,100 3.4%
Touch of Scent 221,100 179,200 23.4%
----------- ----------- ---------
Total household
chemical products 1,826,700 1,732,300 5.4%
----------- ----------- ---------
Alpha Hydrox and other skin care 1,029,900 980,200 5.1%
Montagne Jeunesse and other
distributed skin care 1,035,300 1,381,300 (25.0%)
----------- ----------- ---------
Total skin care products 2,065,200 2,361,500 (12.5%)
----------- ----------- ---------
Total Net Sales $ 3,891,900 $ 4,093,800 (4.9%)
=========== =========== =========
Three Months Ended March 31, 2009
Compared to Three Months Ended March 31, 2008
Consolidated net sales for the first quarter of the current year
were $3,891,900 versus $4,093,800 for the first three months of 2008, a
decrease of $201,900. Average selling prices for the first quarter of
2009 were up by $117,100 over the first quarter of 2008. Average selling
prices of household products were up by $11,500, while average selling
prices of skin care products were up by $105,600. This increase in
selling prices reflects discounting of certain Montagne Jeunesse sachets
in 2008 coupled with a decrease in coupon usage in 2009 versus 2008.
Co-op advertising, marketing funds, slotting fees, and coupons paid to
retailers are deducted from gross sales, and totaled $356,200 in the
first quarter of 2009 versus $378,300 in the same quarter in 2008, a
decrease of $22,100 or 5.8%. This decrease consisted of a decrease in
coupon expense of $32,500, a decrease in co-op marketing funds of
$36,500, and an increase in slotting fee expenses of $46,900.
From time to time, our customers return product to us. For our
household products, we permit returns only for a limited time, and
generally only if there is a manufacturing defect. With regard to our
skin care products, returns are more frequent under an unwritten
industry standard that permits returns for a variety of reasons. In the
event a skin care customer requests a return of product, the Company will
consider the request, and may grant such request in order to maintain or
enhance relationships with customers, even in the absence of an
enforceable right of the customer to do so. Some retailers have not
returned products to us. Return price credit (used in exchanges
typically, or rarely, refunded in cash) when authorized is based on the
original sale price plus a handling charge of the retailer that ranges
from 8-10%. The handling charge covers costs associated with the return
and shipping of the product. Additions to our reserves for estimated
returns are subtracted from gross sales.
From January 1, 2006 through March 31, 2009, our product returns
(as a percentage of gross revenue) have averaged as follows: household
products 0.2%, Montagne Jeunesse products 3.1%, and our Alpha Hydrox and
other skin care products 5.2%. The level of returns as a percentage of
gross revenue for the household products and Montagne Jeunesse products
have remained fairly constant as a percentage of sales over that period
while the Alpha Hydrox and other skin care products return levels have
fluctuated. More recently, as our sales of the skin care products have
declined we have seen a decrease in returns as a percentage of gross
revenues. The products returned in the three months ended March 31, 2009
(indicated as a percentage of gross revenues) were: household products
0.4%, Montagne Jeunesse products 0.5%, and our Alpha Hydrox and other
skin care products 0.0%. We are not aware of any industry trends,
competitive product introductions or advertising campaigns at this time
which would cause returns as a percentage of gross sales to be materially
different for the current fiscal year than for the above averages.
Furthermore, our management is not currently aware of any changes in
customer relationships that we believe would adversely impact anticipated
returns. However, we review our reserve for returns quarterly and we
regularly face the risk that the existing conditions related to product
returns will change.
During the first quarter of 2009, net sales of skin care products
accounted for 53.1% of consolidated net sales compared to 57.7% for the
same quarter in 2008. Net sales of these products for that period were
$2,065,200 in 2009 compared to $2,361,500 in 2008, a decrease of $296,300
or 12.5%. Our decrease in net sales of skin care products was comprised
of a decrease of $346,000 in sales of products for which we act as a
distributor offset in part by an increase of $49,700 in our manufactured
skin care product lines.
In the first quarter of 2008 we experienced introduction orders
related to a line of products that were new to our line-up of distributed
products as well as a promotional event that raised sales levels of
another line of distributed products. These sales volumes were not
achieved in 2009, resulting in a comparative decline in sales in the
first quarter of 2009 of other distributed skin care products which
exceeded an increase in sales of Montagne Jeunesse sachets. Overall,
net sales of our line-up of distributed products, including Montagne
Jeunesse, totaled $1,035,300 in the first quarter of 2009 as compared
to net sales of $1,381,300 in the same period of 2008, a decrease of
$346,000 or 25.0%.
Conversely, net sales of our Alpha Hydrox and other manufactured
skin care products rose $49,700, or 5.1%, from $980,200 in the first
quarter of 2008 to $1,029,900 for the same period of 2009. This sales
increase was attributable entirely to increased traffic at our website.
In the recent years preceding 2009, there had been a contraction in
distribution of Alpha Hydrox products at drug stores and grocery chains,
where retail support in the form of product returns, marketing co-op
funds, coupon and promotion programs, damage claims and similar matters
were expensive. With reduced levels of these expenses and with sales of
Alpha Hydrox products now based in large part on our website, we appear
to be experiencing stabilization of sales of these products.
Sales of household products for the first quarter of 2009 accounted
for 46.9% of consolidated net sales compared to 42.3% for the same period
in 2008. These products are comprised primarily of Scott's Liquid Gold
wood care products (Scott's Liquid Gold for wood, a wood wash and wood
wipes), mold remediation products and Touch of Scent products. During
the quarter ended March 31, 2009 sales of household products were
$1,826,700 as compared to $1,732,300 for the same period in 2008, an
increase of $94,400, or 5.4%. Sales of Scott's Liquid Gold wood care
products increased by $46,500, or 3.2%, in 2009 versus 2008 while Mold
Control 500 sales were up by $6,000, or 6.4%, and sales of Touch of
Scent products rose $41,900, or 23.4%, in the same comparative periods.
The increase in sales of Touch of Scent products is attributable
entirely to the introduction in July of 2008 of a new line of air
fresheners (Cube Scents) designed primarily for use in small places
such as office cubicles. It is too early to tell about consumer
acceptance of this new product.
As sales of a consumer product decline, there is the risk that
retail stores will stop carrying the product. The loss of any significant
customer for any skin care products, "Scott's Liquid Gold" wood care or
mold remediation products could have a significant adverse impact on our
revenues and operating results. We believe that our future success is
highly dependent on favorable acceptance in the marketplace of Montagne
Jeunesse products, of our Alpha Hydrox products and of our "Scott's
Liquid Gold" wood care and mold remediation products.
We also believe that the introduction of successful new products,
including line extensions of existing products, such as the wood wash
and our mold remediation product, using the name "Scott's Liquid
Gold", are important in our efforts to maintain or grow our revenue.
We have introduced, in the first quarter of 2009 and with limited sales
to date, a new household product under the Scott's Liquid Gold brand
which is designed for use in cleaning the screens of today's sensitive
electronics including televisions, computer monitors and more.
Additionally, we regularly review possible additional products to sell
through distribution agreements or to manufacture ourselves. To the
extent that we manufacture a new product rather than purchase it from
external parties, we are also benefited by the use of existing capacity
in our facilities. The actual introduction of additional products,
the timing of any additional introductions and any revenues realized
from new products is uncertain.
On a consolidated basis, cost of goods sold was $2,245,700 during
the first three months of 2009 compared to $2,201,900 for the same
period of 2008, an increase of $43,800 or 2.0%, against a sales decrease
of 4.9%. As a percentage of consolidated net sales, cost of goods sold
was 57.7% in 2009 versus 53.8% in 2008, a decrease of about 7.2%. With
respect to our skin care products, the cost of goods sold remained
consistent between the first quarter of 2009 and the same period in 2008
at approximately 54.8%. Household products, however, experienced a rise
in cost of goods sold from 52.4% for the first three months in 2008
compared to 60.9% for the same period in 2009. This rise on household
products is primarily reflective of the combined effects of the higher
cost of oil carried over from 2008, the price increase on steel cans in
2009 and the impact of the clearance sales in 2009 of a line of aerosol
air freshener product introduced in 2007.
Operating Expenses, Interest Expense and Other Income
Percentage
Increase
2009 2008 (Decrease)
----------- ----------- ----------
Operating Expenses
Advertising $ 72,200 $ 111,200 (35.1%)
Selling 1,032,200 1,340,300 (23.0%)
General & Administrative 657,600 800,000 (17.8%)
----------- ---------- ---------
Total operating
expenses $ 1,762,000 $ 2,251,500 (21.7%)
=========== =========== =========
Interest Income $ 2,900 $ 8,500 (65.9%)
Interest Expense $ 74,600 $ 103,100 (27.6%)
Operating expenses, comprised of advertising, selling and general
and administrative expenses, decreased by $489,500 in the first quarter
of 2009 when compared to first quarter of 2008. The various components
of operating expenses are discussed below.
Advertising expenses for the first three months of 2009 were
$72,200 compared to $111,200 for the comparable quarter of 2008, a
decrease of $39,000 or 35.1%. This decrease reflects a reduction in
the amount of television advertising spots purchased in 2009 as compared
to 2008 and is part of our cost reduction efforts.
Selling expenses for the first quarter of 2009 were $1,032,200
compared to $1,340,300 for the comparable three months of 2008, a
decrease of $308,100 or 23.0%. That decrease was comprised of a
decrease in salaries, fringe benefits and related travel expense of
$162,800 primarily because of a decrease in personnel in 2009 versus
2008, a decrease in freight expenses of $58,400, a decrease in
promotional selling expenses of $58,500, and a net decrease in other
selling expenses of $28,400.
General and administrative expenses for the first three months of
2009 were $657,600 compared to $800,000 for the same period of 2008, a
decrease of $142,400 or 17.8%. This decrease resulted primarily from
a decrease in salaries, fringe benefits and related travel expense of
$86,300 resulting from a reduction in force and further wage concessions
by executive management in the fourth quarter of 2008, as well as from
a temporary vacancy in the accounting department.
Interest expense for the first quarter of 2009 was $74,600 and
included $10,900 in collateral management fees incurred relative to the
sale of accounts receivable invoices to Summit Financial Resources.
Interest expense for the first quarter of 2008 totaled $103,000. The
decrease in interest expense reflects the combined effect of a decrease
in the outstanding mortgage liability during the quarter ended March 31,
2009 versus the same period in 2008 and the reduction in the interest
rate in effect on that mortgage from 8.25% in 2008 to 5.0% effective
beginning on June 28, 2008. Interest income for the three months ended
March 31, 2009 was $2,900 compared to $8,500 for the same period of
2008, which consists of interest earned on our cash reserves in 2009 and
2008. Please see Note 1(g) to the unaudited Condensed Consolidated
Financial Statements in this Report for information on the accounting
for the sale of selected accounts receivable.
During the first quarter of 2009 and of 2008, expenditures for
research and development were not material (under 2% of revenues).
Liquidity and Capital Resources
Citywide Loan
On June 28, 2006, we entered into a loan with a fifteen year
amortization with Citywide Banks for $5,156,600 secured by the land,
building and fixtures at our Denver, Colorado facilities. Interest on
the bank loan (5.0% at March 31, 2009) is at the prime rate as published
in The Wall Street Journal, adjusted annually each June. This loan
requires 180 monthly payments of approximately $41,900, which commenced
on July 28, 2006. The loan agreement contains a number of covenants,
including the requirement for maintaining a current ratio of at least
1:1 and a ratio of consolidated long-term debt to consolidated net
worth of not more than 1:1. We may not declare any dividends that
would result in a violation of either of these covenants. The foregoing
requirements were met at the end of the first three months of 2009.
Financing Agreement
On November 3, 2008, effective as of October 31, 2008, we entered
into a financing agreement with an "asset-based" lender for the purpose
of improving working capital. An amendment to this agreement was
executed March 12, 2009 extending the initial anniversary date to
March 12, 2010. The agreement provides for up to $1,200,000 and is
secured primarily by accounts receivable, inventory, any lease in which
we are a lessor, all investment property and guarantees by our active
subsidiaries. Under the financing agreement, the lender will make
loans at our request and in the lender's discretion (a) based on
purchases of our Accounts by the lender, with recourse against us and
an advance rate of 70% (or such other percentage determined by the
lender in its discretion), and (b) based on Acceptable Inventory not to
exceed certain amounts, including an aggregate maximum of $250,000.
The term of the agreement is one year, renewable for additional one-year
terms unless either party provides written notice of non-renewal at
least 60 days prior to the end of the current financing period.
Advances under the agreement bear interest at a rate of 1% over the prime
rate (as published in the Wall Street Journal) for the accounts receivable
portion of the advances and 3% over the prime rate for the inventory
portion of the borrowings. The prime rate (3.25% as of March 31, 2009)
adjusts with changes to the rate. In addition there are collateral
management fees of 0.28% for each 10-day period that an advance on an
accounts receivable invoice remains outstanding and a 1.35% collateral
management fee on the average monthly loan outstanding on the inventory
portion of any advance. The agreement provides that no change in control
concerning us or any of our active subsidiaries shall occur except with
the prior written consent of the lender. Events of default include, but
are not limited to, the failure to make a payment when due or a default
occurring on any indebtedness of ours. See Note 1(g) regarding the
accounting treatment of funds obtained under this agreement.
Liquidity
During the first quarter of 2009 our working capital decreased by
$88,800, and concomitantly, our current ratio (current assets divided
by current liabilities) decreased from 1.6:1 at December 31, 2008 to
1.5:1 at March 31, 2009. This decrease in working capital is
attributable to a net loss in the first three months of 2009 of
$187,500 and a reduction in long-term debt of $71,300, offset by
depreciation and amortization in excess of capital additions of
$134,200, stock option grants of $18,900 and shares issued to the
ESOP valued at $17,000.
At March 31, 2009, trade and other receivables were $607,600
versus $570,300 at the end of 2008 largely because sales in March 2009
were more than those in December 2008. The accounting treatment
relative to the sale of accounts receivable as discussed in Note 1(g)
requires that within the Consolidated Statement of Cash Flows the
proceeds from such sales be reflected as a source of cash under the
heading "Cash flows from financing activities". As a consequence of
this presentation, the change in trade and other receivables for the
quarter ended March 31, 2009 under the heading "Cash flows from operating
activities" is similarly increased in an amount equal to the reported
proceeds. Accounts payable, accrued payroll and other accrued expenses
increased by $264,500 from the end of 2008 through March of 2009
corresponding with the increase and timing of purchases of inventory
and rise in receivables over that period. At March 31, 2009 inventories
were $117,700 more than at December 31, 2008, due to an increase in
household chemical raw material inventory quantities in anticipation
of planned production of finished goods inventory which were brought
down over that same period as a result of increased sales of our
household products. Prepaid expenses increased from the end of 2008
by $23,200 primarily due to the build up of inventory of diabetic
product samples.
We have no significant capital expenditures planned for 2009.
As a result of the foregoing, we expect that our available cash,
projected cash flows from operating activities, and borrowing available
under the Summit Financial Resources agreement will fund the twelve
months' cash requirements, ending March 31, 2010.
The Summit Financial Resources line of credit is expected to
provide working capital which may be necessary to meet the needs
of the Company over the next 12 months. The Company, in general,
has high quality accounts receivable which may be sold pursuant to the
line of credit. The agreement for the line of credit has a term of
one year expiring March 12, 2010; it is automatically renewed for
12 months unless either party elects to cancel in writing at least 60
days prior to the anniversary date. The Company has no intention to
exercise this cancellation right, and the lender has not given
indication that they have any such intention.
In order to improve our liquidity and our operating results, we
will also continue to pursue the following steps: the sale of all or a
portion of our real estate which we have listed with a real estate firm,
efforts to improve revenues, a further reduction in our fixed operating
expense if needed, and potentially the addition of external financing.
Our dependence on operating cash flow means that risks involved
in our business can significantly affect our liquidity. Any loss of a
significant customer, any further decreases in distribution of our skin
care or household products, any new competitive products affecting sales
levels of our products, or any significant expense not included in our
internal budget could result in the need to raise cash. We have no
arrangements for any additional external financing of debt or equity,
and we are not certain whether any such financing would be available on
acceptable terms. In order to improve our operating cash flow, we need
to achieve profitability.
Forward-Looking Statements
This report may contain "forward-looking statements" within the
meaning of U.S. federal securities laws. These statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements and our
performance inherently involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include, but
are not limited to, continued acceptance of each of our significant
products in the marketplace; the degree of success of any new product
or product line introduction by us; limited consumer acceptance of the
Alpha Hydrox products introduced in 2005 and 2007; uncertainty of consumer
acceptance of Mold Control 500, wood wash products and other products
recently introduced or being introduced in 2009; competitive factors; any
decrease in distribution of (i.e., retail stores carrying) our significant
products; continuation of our distributorship agreement with Montagne
Jeunesse; the need for effective advertising of our products; limited
resources available for such advertising; new competitive products and/or
technological changes; dependence upon third party vendors and upon sales
to major customers; changes in the regulation of our products, including
applicable environmental regulations; continuing losses which could
affect our liquidity; the loss of any executive officer; and other
matters discussed in our Annual Report on Form 10-K for the year ended
December 31, 2008 and this Report. We undertake no obligation to revise
any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable
Item 4T. Controls and Procedures
Disclosure Controls and Procedures
As of March 31, 2009, we conducted an evaluation, under the
supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective
as of March 31, 2009.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial
reporting during the quarter ended March 31, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II OTHER INFORMATION
Item 6. Exhibits
10.1 Indemnification Agreement, dated February 24, 2009, between the
Company and Brian L. Boberick, incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K filed
February 27, 2009.
31.1 Rule 13a-14(a) Certification of the Chief Executive Officer
31.2 Rule 13a-14(a) Certification of the Chief Financial Officer
32.1 Section 1350 Certification
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.
May 15, 2009 BY: /s/ Mark E. Goldstein
Date --------------------------------------
Mark E. Goldstein
President and Chief Executive Officer
May 15, 2009 BY: /s/ Brian L. Boberick
Date --------------------------------------
Brian L. Boberick
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Document
10.1 Indemnification Agreement, dated February 24, 2009, between the
Company and Brian L. Boberick, incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K filed
February 27, 2009.
31.1 Rule 13a-14(a) Certification of the Chief Executive Officer
31.2 Rule 13a-14(a) Certification of the Chief Financial Officer
32.1 Section 1350 Certification