UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
QUARTERLY REPORT UNDER SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
March 31, 2007
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.
Check whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past
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 is a shell company
(as defined in Rule 12-B-2 of the Exchange Act. Yes [ ] No [X]
As of March 31, 2007, the Registrant had 10,533,000 of its $0.10
par value common stock outstanding.
Explanatory Note:
We are amending our Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2007 to amend and restate our consolidated financial
statements and related financial information for the quarter ended
March 31, 2007. This Form 10-QSB/A also reflects management's assessment
of disclosure controls and procedures as set forth in Item 3A(T). This
Form 10-QSB/A does not reflect events occurring after May 4, 2007 (which
is the date of filing our Form 10-QSB for the first quarter of 2007).
We are also amending our Form 10-QSB for the quarter ended June 30, 2007.
In our Current Report on Form 8-K filed on October 25, 2007, we
announced that on October 22, 2007, the Audit Committee of our Board of
Directors concluded that our financial statements for the quarter ended
March 31, 2007 and for the quarter and six months ended June 30, 2007,
included in our quarterly reports on Form 10-QSB for those quarters,
should be revised to reflect adjustments to our reserve for promotional
activities which were deducted from gross sales for the quarter ended
March 31, 2007. These adjustments reflect the cost of an unauthorized
marketing program which occurred in the first quarter of 2007.
The restated financial statements as of March 31, 2007 in this
Form 10-QSB/A include these adjustments. See Note 2 to the Notes to
the Consolidated Financial Statements for more information on the
restatement. This Form 10-QSB/A also includes related changes to
Item 2 concerning Management's Discussion and Analysis or Plan of
Operation. In addition, a material weakness in our disclosure
controls and procedures as of March 31, 2007 has been identified and
reported to our Audit Committee. Please see Item 3A(T) on Controls
and Procedures for a description of these matters and remedial
measures which we have implemented.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
2007
AS RESTATED 2006
----------- -----------
Net sales $ 3,861,800 $ 4,155,800
----------- -----------
Operating costs and expenses:
Cost of Sales 2,346,500 2,243,500
Advertising 112,300 593,700
Selling 1,255,400 1,425,500
General and administrative 814,100 912,100
----------- -----------
4,528,300 5,174,800
----------- -----------
Loss from operations (666,500) (1,019,000)
Interest income 24,200 12,600
Interest expense (103,900) (41,300)
----------- -----------
(746,200) (1,047,700)
Income tax expense (benefit) - -
----------- -----------
Net loss $ (746,200) $(1,047,700)
=========== ===========
Net loss per common share (Note 3):
Basic and Diluted $ (0.07) $ (0.10)
=========== ===========
Weighted average shares outstanding:
Basic and Diluted 10,533,000 10,503,000
=========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
2007
AS RESTATED 2006
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,028,200 $ 2,804,100
Investment securities 50,900 51,100
Trade receivables, net of allowance
for doubtful accounts of $61,700 and
$62,000, respectively 1,093,300 743,700
Other receivables 42,000 55,500
Inventories, net 3,459,800 3,291,400
Prepaid expenses 129,800 161,600
----------- -----------
Total current assets 6,804,000 7,107,400
Property, plant and equipment, net 13,000,700 13,159,700
Other assets 58,600 59,700
----------- -----------
TOTAL ASSETS $19,863,300 $20,326,800
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,267,800 $ 1,893,600
Accrued payroll and benefits 863,400 866,400
Other accrued expenses 372,700 417,100
Current maturities of long-term debt 194,400 191,600
----------- -----------
Total current liabilities 3,698,300 3,368,700
Long-term debt, net of current maturities 4,824,800 4,875,500
----------- -----------
8,523,100 8,244,200
Commitments and contingencies
Shareholders' equity:
Common stock; $.10 par value, authorized
50,000,000 shares; issued and
outstanding 10,533,000 shares 1,053,300 1,053,300
Capital in excess of par 5,019,800 5,015,800
Accumulated comprehensive income 900 1,100
Retained earnings 5,266,200 6,012,400
----------- -----------
Shareholders' equity 11,340,200 12,082,600
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $19,863,300 $20,326,800
=========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
---------------------------
2007
AS RESTATED 2006
----------- -----------
Cash flows from operating activities:
Net loss $ (746,200) $(1,047,700)
----------- -----------
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization 161,600 175,800
Stock issued to ESOP - 48,700
Stock options granted 4,000 -
Changes in assets and liabilities:
Trade and other receivables, net (336,100) 633,300
Inventories (168,400) (628,200)
Prepaid expenses and
other assets 31,800 (144,400)
Accounts payable and
accrued expenses 326,800 645,400
----------- -----------
Total adjustments to net loss 19,700 730,600
----------- -----------
Net Cash Used by
Operating Activities (726,500) (317,100)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant & equipment (1,500) (28,700)
----------- -----------
Net Cash Used by
Investing Activities (1,500) (28,700)
----------- -----------
Cash flows from financing activities:
Short-term borrowings (payments), net - 300,000
Purchase of stock for contribution
to ESOP - (48,700)
Principal payments on
long-term borrowings (47,900) (233,200)
----------- -----------
Net Cash Provided (Used)
by Financing Activities (47,900) 18,100
---------- -----------
Net Decrease in Cash and Cash Equivalents (775,900) (327,700)
Cash and Cash Equivalents,
beginning of period 2,804,100 2,260,700
----------- -----------
Cash and Cash Equivalents,
end of period $ 2,028,200 $ 1,933,000
=========== ===========
Supplemental disclosures:
Cash Paid during period for:
Interest $ 104,000 $ 41,300
=========== ===========
Income taxes $ 900 $ 1,100
=========== ===========
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 a distributor in the United States of beauty care
products contained in individual sachets and manufactured by Montagne
Jeunesse. 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 subsidiaries. All intercompany accounts and transactions
have been eliminated.
(c) 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, coupon redemptions and
allowances, and bad debts.
(d) 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.
(e) 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
December 31, 2006, are scheduled to mature within one year.
(f) 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, 2007 December 31, 2006
-------------- -----------------
Finished goods $ 2,546,100 $ 2,435,400
Raw materials 1,360,900 1,337,200
Inventory reserve
for obsolescence (447,200) (481,200)
----------- -----------
$ 3,459,800 $ 3,291,400
=========== ===========
(g) 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 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.
(h) 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. The fair value of investments in marketable securities is
based upon quoted market value. 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, 2007 and December 31, 2006.
(i) 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.
(j) 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.
(k) Revenue Recognition
Revenue is generally recognized upon delivery of products to
customers, which is when title passes. 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, 2007 and December 31, 2006 approximately $1,019,000
(as restated) and $649,000, respectively, had been reserved as a
reduction of accounts receivable, and approximately $55,000 and
$50,000, respectively, had been reserved as current liabilities.
Co-op advertising, marketing funds, slotting fees and coupons are
deducted from gross sales and totaled $973,100 as restated, and
$630,100 at March 31, 2007 and 2006, respectively.
(l) Advertising Costs
We expense advertising costs as incurred.
(m) Stock-based Compensation
At March 31, 2007, we had four stock-based employee compensation
plans. During the first quarter of fiscal 2007, we adopted the
provisions of, and account for stock-based compensation in accordance
with, the Financial Accounting Standards Board's ("FASB") Statement
of Financial Accounting Standards No. 123-revised 2004
("SFAS 123R"), "Share-Based Payment" which replaced Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation" and supersedes APB Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees." Under the
fair value recognition provisions of this statement, stock-based
compensation cost is measured at the grant date based on the fair
value of the award and is recognized as expense on a straight-line
basis over the requisite service period, which is the vesting period.
We elected the modified-prospective method, under which prior periods
are not revised for comparative purposes. The valuation provisions of
SFAS 123R apply to new grants and to grants that were outstanding as
of the effective date and are subsequently modified. No grants
occurred in 2006 subsequent to the adoption of SFAS 123R and all
outstanding options granted prior to December 31, 2006 were fully
vested as of December 31, 2006.
Prior to January 1, 2006, we accounted for the plans described
above under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost is
reflected in net income prior to January 1, 2006, as all options
granted under those plans had an exercise price not less than the
market value of the underlying common stock on the date of grant.
We granted 448,550 options for shares of our common stock
(268,550 to employees and 180,000 to non-employee directors) during
the first quarter of 2007. 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 of $0.82
as of the date of grant.
The weighted average fair market value of the options granted
of $0.42 was estimated on the date of grant using a Black-Scholes
option pricing model with the following assumptions.
Three Months Ended
March 31, 2007
------------------
Expected life of options 4.5 years
Risk-free interest rate 4.46%
Expected volatility of stock 58%
Expected dividend rate None
Compensation cost related to stock options recognized in
operating results (included in general and administrative expenses)
under SFAS 123R was $3,900 in the three months ended March 31, 2007.
Approximately $186,200 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 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.
(n) 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, 2007 and 2006:
2007
As Restated 2006
----------- -----------
Net loss $ (746,200) $(1,047,700)
Unrealized gain (loss) on
investment securities (200) (500)
----------- -----------
Comprehensive loss $ (746,400) $(1,048,200)
=========== ===========
(o) 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 $345,000
and $387,700 for the quarters ended March 31, 2007 and 2006,
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.
(p) Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements"
("SFAS No. 157"). This Statement defines fair value as used in
numerous accounting pronouncements, establishes a framework for
measuring fair value in generally accepted accounting principles
("GAAP") and expands disclosure related to the use of fair value
measures in financial statements. SFAS No. 157 does not expand the
use of fair value measures in financial statements, but standardizes
its definition and guidance in GAAP. The Standard emphasizes that
fair value is a market-based measurement and not an entity-specific
measurement based on an exchange transaction in which the entity sells
an asset or transfers a liability (exit price). SFAS No. 157
establishes a fair value hierarchy from observable market data as the
highest level to fair value based on an entity's own fair value
assumptions as the lowest level. SFAS No. 157 is effective in fiscal
years beginning after November 15, 2007. Adoption of this statement is
not expected to materially impact our results of operations or financial
position.
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48,)
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109, Accounting for Income Taxes". FIN 48 clarifies the
accounting for income taxes by prescribing the minimum recognition
threshold a tax position is required to meet before being recognized
in the financial statements. FIN 48 also provides guidance on
derecognition, measurement, classification, interest and penalties,
accounting in interim periods, disclosure and transition. The
interpretation applies to all tax positions related to income taxes
subject to FASB Statement No. 109.
FIN 48 is effective for fiscal years beginning after
December 15, 2006. Differences between amounts recognized in the
statements of financial position prior to the adoption of FIN 48 and
the amounts reported after adoption should be accounted for as
cumulative-effect adjustment recorded to the beginning balance of
retained earnings. The adoption of FIN 48 did not have a material
impact on our financial position.
Note 2. Restatement of Financial Statements
The adjustment reflects the cost of an unauthorized marketing
program which occurred in the first quarter of 2007 which was not
discovered until the third quarter of 2007. The marketing program
was a 100% rebate program for purchases of certain Alpha Hydrox
products sold during a one-week period in March 2007 at a retail drug
store chain. The total obligation under the rebate program was
approximately $314,000, which reduced net sales by that amount. The
effect of the adjustment resulted in the following changes as of and
for the period ended March 31, 2007:
As Previously As
Reported Restated
------------- -----------
Statement of Operations
Net sales $ 4,175,800 $ 3,861,800
Loss from operations $ (352,500) $ (666,500)
Net loss $ (432,200) $ (746,200)
Net loss per common share -
Basic and Diluted $ (0.04) $ (0.07)
Balance Sheet
Trade receivables, net $ 1,407,300 $ 1,093,300
Total Current assets $ 7,118,000 $ 6,804,000
Total assets $20,177,300 $19,863,300
Retained earnings $ 5,580,200 $ 5,266,200
Total stockholders' equity $11,654,200 $11,340,200
Statement of Cash Flows
Net loss $ (432,200) $ (746,200)
Trade and other receivables, net $ (650,100) $ (336,100)
Note 3. 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 2006 Annual Report on Form 10-KSB.
Note 4. 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
1,944,650 and 1,680,600 at March 31, 2007 and 2006, 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:
2007 2006
---------- ----------
Common shares outstanding,
beginning of the year 10,533,000 10,503,000
Stock options exercised - -
---------- ----------
Weighted average number of
common shares outstanding 10,533,000 10,503,000
Dilutive effect of common share
equivalents - -
---------- ----------
Diluted weighted average number
of common shares outstanding 10,533,000 10,503,000
========== ==========
At March 31, 2007, 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, 2007.
Note 5. 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," a room
air freshener. The skin care segment includes "Alpha Hydrox," alpha
hydroxy acid cleansers and lotions; a retinol product; "Diabetic Skin
Care", a healing cream and moisturizer developed to address skin
conditions of diabetics; and beauty care sachets of Montagne Jeunesse
distributed by us.
The following provides information on our segments for the three
months ended March 31:
2007 2006
----------------------- ------------------------
Skin Care
Household Products Household Skin Care
Products As Restated Products Products
----------- ----------- ----------- -----------
Net sales to
external customers $ 2,305,500 $ 1,556,300 $ 2,065,000 $ 2,090,800
=========== =========== =========== ===========
Income (loss) before
profit sharing,
bonuses and
income taxes $ 60,300 $ (806,500) $ (327,100) $ (720,600)
=========== =========== =========== ===========
Identifiable assets $ 3,599,000 $ 5,664,600 $ 3,660,700 $ 6,401,800
=========== =========== =========== ===========
The following is a reconciliation of segment information to
consolidated information for the three months ended March 31:
2007
As Restated 2006
------------ -----------
Net sales to external customers $ 3,861,800 $ 4,155,800
=========== ===========
Loss before profit sharing,
bonuses and income taxes $ (746,200) $(1,047,700)
=========== ===========
Identifiable assets $ 9,263,600 $10,062,500
Corporate assets 10,599,700 10,851,000
----------- -----------
Consolidated total assets $19,863,300 $20,913,500
=========== ===========
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 or Plan of Operation
Results of Operations
This Management's Discussion and Analysis or Plan of Operation
has been revised to reflect changes in our restated financial
statements as of March 31, 2007. See Note 2 of Consolidated Financial
Statements in this Report for more information about the restatement.
During the first quarter of 2007, we experienced an increase in
sales of our Scott's Liquid Gold household products and our Neoteric
line of skin care products, while experiencing a decrease in sales of
our Montagne Jeunesse line of skin care products and a decrease in
sales of our Touch of Scent air freshener line of products. Our net
loss for the first quarter of 2007 was $746,200 as restated versus a
loss of $1,047,700 in the first quarter of 2006. The loss for 2007 was
primarily due to lower sales of the Montagne Jeunesse product line
and our Alpha Hydrox skin care line. The decrease in our loss for
the first quarter of 2007 compared to the first quarter of 2006
results from a reduction in our operating costs and expenses,
including the reduction of advertising.
Summary of Results as a Percentage of Net Sales
Three Months Ended
Year Ended March 31,
December 31 2007
2006 As Restated 2006
----------- ----------- --------
Net sales
Scott's Liquid Gold
household products 53.1% 59.7% 49.7%
Neoteric Cosmetics 46.9% 40.3% 50.3%
------ ------ ------
Total Net Sales 100.0% 100.0% 100.0%
Cost of Sales 57.4% 60.8% 54.0%
------ ------ ------
Gross profit 42.6% 39.2% 46.0%
Other revenue 1.0% 0.6% 0.3%
------ ------ ------
43.6% 39.8% 46.3%
------ ------ ------
Operating expenses 63.8% 56.5% 70.5%
Interest expense 2.0% 2.7% 1.0%
------ ------ ------
65.8% 59.2% 71.5%
------ ------ ------
Loss before income taxes (22.2%) (19.4%) (25.2%)
====== ====== ======
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
2007 Increase
As Restated 2006 (Decrease)
----------- ----------- ----------
Scott's Liquid Gold and other
household products $ 1,960,100 $ 1,681,200 16.6%
Touch of Scent 345,400 383,800 (10.0%)
----------- ----------- ----------
Total household
chemical products 2,305,500 2,065,000 11.6%
----------- ----------- ----------
Alpha Hydrox and other skin care 860,400 1,028,700 14.2%
Montagne Jeunesse skin care 695,900 1,062,100 (34.5%)
----------- ----------- ----------
Total skin care products 1,556,300 2,090,800 (10.5%)
----------- ----------- ----------
Total Net Sales $ 3,861,800 $ 4,155,800 (0.7%)
=========== =========== ==========
Three Months Ended March 31, 2007
Compared to Three Months Ended March 31, 2006
Consolidated net sales for the first quarter of the current year
were $3,861,800 as restated versus $4,155,800 for the first three months
of 2006, a decrease of $294,000. Average selling prices were up by
$41,300. Co-op advertising, marketing funds, slotting fees, and
coupons paid to retailers are deducted from gross sales, and totaled
$973,100 as restated in the first quarter of 2007 versus $630,100 in
the same quarter in 2006, an increase of $343,000 or 54.4%. This
increase consisted of an increase in coupon expense (including a
one-time rebate program in March 2007) of $264,300 (resulting from a
one-time rebate program of $314,000 in March 2007), an increase in
co-op marketing funds of $159,000, and a decrease in slotting fee
expenses of $80,300.
During the first quarter of 2007, net sales of skin care products
accounted for 40.3% of consolidated net sales compared to 50.3% for
the same quarter of 2006. Net sales of these products for that period
were $1,556,300 as restated in 2007 compared to $2,090,800 in 2006, a
decrease of $543,500 or 25.6%. Our decrease in sales of Alpha Hydrox
and other skin care was due to an increase in promotional expenses,
which reduce net sales, offset by the first quarter 2007 introduction
of a line of Neoteric Massage Oils, including the initial "pipeline"
orders so that the massage oils are on the shelves of retailers.
With only the introduction underway, it is too early to tell about
consumer acceptance of the Neoteric Massage Oils. This increase was
offset by a decrease in sales of our Alpha Hydrox products. We have
continued to experience a drop in unit sales of our more recently
introduced 2005 Alpha Hydrox products and our earlier-established
alpha hydroxy acid-based products due primarily to maturing in the
market for alpha hydroxy acid-based skin care products, intense
competition from producers of similar or alternative products, many
of which are considerably larger than Neoteric Cosmetics, Inc. and
reduced distribution of these products at retail stores in current
and prior periods. Sales of these products also decreased in the
first quarter of 2007 because of the impact on net sales of the
one-time rebate program. For the first quarter of 2007, the sales
of our Alpha Hydrox products accounted for 19.5% of net sales of
skin care products and 7.9% of total net sales, compared to 32.9%
of net sales of skin care products and 16.6% of total net sales
in 2006.
For 2007, net sales of Montagne Jeunesse products were $695,900
in the first quarter versus $1,062,100 for the comparable quarter of
2006, a decrease of $366,200 or 34.5%. The decrease reflects changes
in product positioning at several key retailers in 2006 as they had
revised the amount of shelf and floor space allocated to these types of
products, including the elimination in the first quarter of 2006 at
approximately 1,500 Wal-Mart Stores of the department where Montagne
Jeunesse products were previously displayed. However, late in the
first quarter of 2007 Wal-Mart began the ordering Montagne Jeunesse
sachets for placement in significantly more stores including the
stores we lost in 2006.
Sales of household products for the first quarter of this year
accounted for 59.7% of consolidated net sales compared to 49.7% for
the same period in 2006. 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. During the quarter ended March 31, 2007 sales of household
products were $2,305,500 as compared to $2,065,000 for the same quarter
in 2006, an increase of $240,500, or 11.6%. Sales of Scott's Liquid
Gold wood care and other household products increased from $1,681,200
in 2006 to $1,960,100 in 2007 an increase of $278,900, or 16.6%.
This increase is primarily due to sales of our mold remediation product
Mold Control 500 in 2007 which are included in the sales shown for
Scott's Liquid Gold and other household products. Mold Control 500
sales were $213,100 for the first quarter of 2007, with Mold Control 500
continuing to be carried in some stores of national retail chains.
In the second quarter of 2006 we began introducing Mold Control 500
under the Scott's Liquid Gold product line. It is too early to
determine if this introduction will be successful. Sales of "Touch
of Scent" were down by $38,400, or 10.0%, primarily due to a decrease
in distribution in past quarters.
As sales of a consumer product decline, there is the risk that
retailers 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 or "Touch of Scent", 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
new 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 new mold remediation product, using the name "Scott's Liquid
Gold", are important in our efforts to maintain or grow our revenue.
Late in the fourth quarter of 2006, we introduced two new items within
our Alpha Hydrox cosmetic line of products. We currently plan to
introduce four new items to the Alpha Hydrox cosmetic line plus a line
of health and beauty care products under the Neoteric cosmetic label.
Within the household product line we plan to introduce three to four
new products or items including some additions to our Touch of Scent
air fragrance product line. 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. We are
using our facilities to fill and package the mold control products.
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 $2,346,500
during the first three months of 2007 compared to $2,243,500 for the
same period of 2006, an increase of $103,000 or 4.6%, on a sales
increase of 0.5%. As a percentage of consolidated net sales, cost of
goods sold was 60.8% in 2007 versus 54.0% in 2006, an increase of about
12.6%. This was essentially due to our decrease in plant utilization,
and the increase in sales promotion expenses which lowered our
revenues and thus affected our margins particularly in the skin care
line of products.
Operating Expenses, Interest Expense and Other Income
Percentage
Increase
2007 2006 (Decrease)
----------- ----------- ----------
Operating Expenses
Advertising $ 112,300 $ 593,700 (81.8%)
Selling 1,255,400 1,425,500 (11.9%)
General & Administrative 814,100 912,100 (10.7%)
----------- ----------- ---------
Total operating
expenses $ 2,181,800 $ 2,931,300 (25.6%)
=========== =========== =========
Interest Income $ 24,200 $ 12,600 92.1%
Interest Expense $ 103,900 $ 41,300 151.6%
Operating expenses, comprised of advertising, selling and
general and administrative expenses, decreased by $749,500 in the
first quarter of 2007 when compared to first quarter of 2006. The
various components of operating expenses are discussed below.
Advertising expenses for the first three months of 2007 were
$112,300 compared to $593,700 for the comparable quarter of 2006, a
decrease of $481,400 or 81.8%. A majority of that decrease was due
to a decrease in advertising expenses applicable to our Alpha Hydrox
skin care products.
Selling expenses for the first quarter of 2007 were $1,255,400
compared to $1,425,500 for the comparable three months of 2006, a
decrease of $170,100 or 11.9%. That decrease was comprised of a
decrease in salaries and fringe benefits and related travel expense
of $76,300 primarily because of a decrease in personnel in 2007 versus
2006, a decrease in freight and brokerage expenses of $69,400, a
decrease in promotional selling expenses of $23,300 and a net decrease
in other selling expenses of $1,100.
General and administrative expenses for the first three months
of 2007 were $814,100 compared to $912,100 for the same period of
2006, a decrease of $98,000 or 10.7%. That decrease was primarily
attributable to a decrease in salaries and fringe benefits of $91,300
resulting from a reduction in salaries and personnel, and a net
decrease in other general and administrative expenses of $6,700.
Interest expense for the first quarter of 2007 was $103,900
versus $41,300 for the comparable quarter of 2006. Interest expense
increased because of higher interest rates and increased borrowing
levels. Interest income for the three months ended March 31, 2007
was $24,200 compared to $12,600 for the same period of 2006, which
consists of interest earned on our cash reserves in 2007 and 2006.
During the first quarter of 2007 and of 2006, expenditures for
research and development were not material (under 2% of revenues).
Liquidity and Capital Resources
On June 28, 2006, we entered into a new 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. This loan
replaces the bank loan with Citywide Banks, secured by the facilities,
in the principal amount of approximately $1,582,900. Interest on the
bank loan (8.0% at December 31, 2006) is at the prime rate as published
in The Wall Street Journal, adjusted annually each June. Part of the
proceeds of the new loan was used to pay off the prior loan, and the
remaining proceeds have been or will be used in business operations,
including the development and introduction of new products. This loan
requires 180 monthly payments of approximately $49,500, which commenced
on July 28, 2006. As did the prior bank loan, 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 2007.
During the first quarter of 2007 our working capital decreased by
$633,000, and concomitantly, our current ratio (current assets divided
by current liabilities) decreased from 2.1:1 at December 31, 2006 to
1.8:1 at March 31, 2007. This decrease in working capital is
attributable to a net loss in the first three months of 2007 of
$746,200, and a reduction in long-term debt of $47,900, offset by
depreciation in excess of capital additions of $159,000.
At March 31, 2007, trade accounts receivable were $1,093,300 as
restated versus $743,700 at the end of 2006, largely because sales in
the last two months of the quarter ended March 31, 2007 were more than
those of the last two months of the quarter ended December 31, 2006.
Accounts payable increased from the end of 2006 through March of
2007 by $374,200 corresponding primarily with the increase and
timing of purchases of inventory over that period. At
March 31, 2007 inventories were $168,400 more than at December 31,
2006, due to the increase in cosmetic product inventory, resulting
partially from lower than anticipated sales in the first quarter,
anticipated increases in sales of the Montagne Jeunesse sachets and
our proposed new product introductions in the upcoming months.
Prepaid expenses decreased from the end of 2006 by $31,800 primarily
due to a decrease in prepaid insurance expenses.
We have no significant capital expenditures planned for 2007
and have no current plans for any external financing, other than our
existing bank loan. We expect that our available cash and cash flows
from operating activities will fund the next twelve months' cash
requirements.
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, such as
through a bank financing. 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; the uncertainty of
consumer acceptance of the new Alpha Hydrox introduced in 2005, mold
control and wood wash products; 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 2006 Annual Report on
Form 10-KSB. 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 3A(T). Controls and Procedures
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 as of March 31, 2007. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not
effective to ensure that information required to be disclosed by us
in reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized, and reported within the time
periods specified in Securities and Exchange Commission rules and
forms as of March 31, 2007. The reason is a material weakness
relating to an unauthorized marketing program in March 2007 as
discussed in Note 2 to the Consolidated Financial Statements in this
Report. There was no change in our internal control over financial
reporting during the quarter ended March 31, 2007 that has
materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
In September and October 2007, we made the following changes to
our disclosure controls and procedures in an effort to remediate the
material weakness indicated above:
.. The addition of a National Sales Director as an additional level
of review and approval over promotional budgets and program spending.
.. Enhanced budgeting procedures and additional periodic reviews of
our promotional programs by our National Sales Director and executive
management.
.. Enhanced follow up by our National Sales Director and corporate
headquarters to insure that the Company has received all pertinent
documentation for sales promotional proposals, commitments and contracts.
.. Required sales call reports, in written form, shortly after sales
appointments between Company personnel and our customer's buyer and/or
purchasing personnel. This report would, among other things, summarize
any commitments made on behalf of the Company or customer.
.. Quarterly, or more often if warranted, review by sales management
and executive management of promotional commitments to insure accurate
financial reporting.
PART II OTHER INFORMATION
Item 1. Not Applicable
Item 2. Not Applicable.
Item 3. Not Applicable
Item 4. Not Applicable
Item 5. Other Information
As reported in our proxy statement for the 2007 Annual Meeting
of Shareholders, on February 27, 2007, we granted stock options to
executive officers, employees and non-employee directors for a total
of 448,550 shares of common stock at an exercise price of $0.82 per
share (the closing price on February 27, 2007) except that the
exercise price was $0.902 for Mark E. Goldstein. These options were
issued under revised option agreements which provide for vesting at
1/48th per month from the date of grant or upon a change of control.
Previously, options were 100% vested at the date of grant.
Concurrently, we refined one provision of our 2005 Stock Incentive Plan
regarding acceleration of vesting. Attached as exhibits to this
Form 10-QSB Report are the forms of stock option agreements and the
revised 2005 Plan.
The number of shares subject to the options granted on
February 27, 2007 were: 16,200 for each of Mark E. Goldstein, Jeffrey
R. Hinkle and Jeffry B. Johnson; 25,200 shares for Dennis P.
Passantino; 50,000 for Carl A. Bellini (replacing an expired option);
100,000 shares for Dennis H. Field (replacing an expired option); and
30,000 for Gerald J. Laber.
Item 6. Exhibits
10.1 2005 Stock Incentive Plan, as amended.*
10.2 Form of 1997 Stock Option Plan Incentive Stock Option
Agreement*
10.3 Form of 1998 Stock Option Plan Incentive Stock Option
Agreement*
10.4 Form of 2005 Stock Option Plan Incentive Stock Option
Agreement*
10.5 Form of 1998 Stock Option Plan Nonqualified Stock
Option Agreement*
10.6 Form of 2005 Stock Incentive Plan Nonqualified Stock
Option Agreement*
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
* Previously filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
SCOTT'S LIQUID GOLD-INC.
November 1, 2007 BY: /s/ Mark E. Goldstein
Date --------------------------------------
Mark E. Goldstein
President and Chief Executive Officer
November 1, 2007 BY: /s/ Jeffry B. Johnson
Date --------------------------------------
Jeffry B. Johnson
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Document
10.1 2005 Stock Incentive Plan, as amended. *
10.2 Form of 1997 Stock Option Plan Incentive Stock Option Agreement*
10.3 Form of 1998 Stock Option Plan Incentive Stock Option Agreement*
10.4 Form of 2005 Stock Option Plan Incentive Stock Option Agreement*
10.5 Form of 1998 Stock Option Plan Nonqualified Stock Option
Agreement*
10.6 Form of 2005 Stock Incentive Plan Nonqualified Stock Option
Agreement*
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
* Previously filed.