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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, 2003
Commission File No. 0-5128
SCOTT'S LIQUID GOLD-INC.
4880 Havana Street
Denver, CO 80239
Phone: 303-373-4860
Colorado 84-0920811
State of Incorporation I.R.S. Employer
Identification No.
Indicate by check mark whether the Registrant: (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 checkmark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
As of May 2, 2003, the Registrant had 10,153,058 shares
of its $0.10 par value common stock outstanding.
SCOTT'S LIQUID GOLD-INC.
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Notes to Consolidated Financial
Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 14
PART II OTHER INFORMATION 19
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
2003 2002
----------- -----------
Net sales $ 5,735,700 $ 4,912,400
Operating costs and expenses:
Cost Of Sales 2,858,000 2,774,200
Advertising 809,000 433,100
Selling 1,420,400 1,239,700
General and administrative 1,024,000 1,263,500
----------- -----------
6,111,400 5,710,500
----------- -----------
Loss from operations (375,700) (798,100)
Interest income 16,300 20,800
Interest expense (56,900) (68,500)
----------- -----------
(416,300) (845,800)
Income tax expense (benefit) - (483,000)
----------- -----------
Net loss $ (416,300) $ (362,800)
=========== ===========
Net loss per common share (Note 4):
Basic $ (0.04) $ (0.04)
=========== ===========
Diluted $ (0.04) $ (0.04)
=========== ===========
Weighted average shares outstanding:
Basic 10,153,100 10,153,100
=========== ===========
Diluted 10,153,100 10,153,100
=========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
2003 2002
------------ -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,389,700 $ 2,786,400
Investment securities 1,557,100 1,562,400
Trade receivables, net of allowance
for doubtful accounts of $124,000
and $105,000 1,061,000 1,808,000
Other receivables 28,800 35,100
Inventories 3,264,500 2,606,600
Prepaid expenses 499,400 429,500
Deferred tax assets 1,225,600 1,225,600
----------- -----------
Current assets 11,026,100 10,453,600
Property, plant and equipment, at cost 15,405,900 15,581,400
Other assets 41,500 44,200
----------- -----------
TOTAL ASSETS $26,473,500 $26,079,200
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,582,600 $ 1,698,100
Accrued expenses 2,009,800 1,879,600
Current maturities of long-term debt 840,000 830,000
----------- -----------
Current liabilities 5,432,400 4,407,700
Long-term debt, net of current maturities 3,471,200 3,685,400
Deferred income taxes 1,225,600 1,225,600
----------- -----------
Total liabilities 10,129,200 9,318,700
Commitments and contingencies
Shareholders' equity (Note 6):
Common stock; $.10 par value, authorized
50,000,000 shares; issued and
outstanding 10,153,100 shares 1,015,300 1,015,300
Capital in excess of par 4,847,000 4,847,000
Accumulated comprehensive income 8,500 8,400
Retained earnings 10,473,500 10,889,800
----------- -----------
Shareholders' equity 16,344,300 16,760,500
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $26,473,500 $26,079,200
=========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
---------------------------
2003 2002
-------------- -----------
Cash flows from operating activities:
Net loss $ (416,300) $ (362,800)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization 188,900 202,200
Gain on investment securities - (2,700)
Changes in assets and liabilities:
Trade and other receivables, net 753,300 (168,400)
Inventories (657,900) 248,000
Prepaid expenses and other assets (69,900) 12,900
Accounts payable and accrued expenses 1,014,700 (282,400)
------------ -----------
Total adjustments to net loss 1,229,100 9,600
------------ -----------
Net Cash Provided (Used) by
Operating Activities 812,800 (353,200)
------------ -----------
Cash flows from investing activities:
Purchase of investment securities (495,600) -
Proceeds from sale or maturity of
investment securities 500,000 452,700
Purchase of property, plant & equipment (9,700) (600)
----------- -----------
Net Cash Provided (Used) by
Investing Activities (5,300) 452,100
----------- -----------
Cash flows from financing activities:
Principal payments on long-term borrowings (204,200) (194,400)
----------- -----------
Net Cash Used by Financing Activities (204,200) (194,400)
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents 603,300 (95,500)
----------- -----------
Cash and Cash Equivalents, beginning of period 2,786,400 1,220,800
----------- -----------
Cash and Cash Equivalents, end of period $ 3,389,700 $ 1,125,300
=========== ===========
Supplemental disclosures:
Cash Paid during period for:
Interest $ 57,200 $ 68,300
=========== ===========
Income taxes $ 1,000 $ -
=========== ===========
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, the "Company")
manufacture and market quality household and skin care products.
In the first quarter of 2001, the Company began acting as a
distributor in the United States of beauty care products
contained in individual sachets and manufactured by Montagne
Jeunesse. The Company's business is comprised of two segments,
household products and skin care products.
(b) Principles of Consolidation
The consolidated financial statements include the
accounts of the Company and its 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 and 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.
Significant estimates include, but are not limited to,
realizability of deferred tax assets, reserves for slow moving
and obsolete inventory, customer returns and allowances, and
bad debts. Actual results could differ from those estimates.
(d) Cash Equivalents
The Company considers 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
The Company accounts 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 the Company classify investments in marketable securities
according to management's intended use of such investments.
The Company invests its excess cash and has 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. The Company considers
all investments as available for use in its current operations
and, therefore, classifies 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, 2003, are
scheduled to mature within one year.
(f) Inventories
Inventories are stated at the lower of cost (first-in,
first-out method) or market. The Company records a reserve
for slow moving and obsolete products and raw materials.
(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. 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 the
Company to concentrations of credit risk include cash and cash
equivalents, investments in marketable securities, and trade
receivables. The Company maintains its cash balances in the
form of bank demand deposits with financial institutions that
management believes are creditworthy. The Company establishes
an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, historical
trends and other information. The Company has no financial
instruments with off-balance sheet risk of accounting loss.
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. The Company's long-term debt bears interest
at a variable rate, the lender's base rate, which approximates
the prime rate. The carrying value of long-term debt
approximates fair value as of March 31, 2003 and
December 31, 2002.
(i) Long-Lived Assets
The Company accounts 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
The Company accounts 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
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, 2003 and December 31, 2002 approximately
$918,000 and $1,174,600, respectively, had been reserved as a
reduction of accounts receivable, and approximately $169,400
and $215,400, respectively, had been reserved as current
liabilities.
(l) Advertising Costs
The Company expenses advertising costs as incurred.
(m) Stock-based Compensation
The Company has elected to follow Accounting Principles
Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its
employee stock options. Under APB No. 25, employee stock
options are accounted for based upon the intrinsic value, which
is the difference between the exercise price and fair value of
the underlying common stock. Generally, if the exercise price
of employee stock options equals the market price of the
underlying stock on the date of the grant, no compensation
expense is recorded. The Company has adopted the disclosure
only provisions of SFAS No. 123, "Accounting for Stock-based
Compensation".
The Company granted 164,000 options for shares of the Company's
common stock during the three months ended March 31, 2003 with
an exercise price equal to $0.46. Had compensation cost been
recorded based on the fair value of options granted by the
Company, the Company's pro-forma net loss and net loss per
share for the quarters ended March 31, 2003 and 2002 would
have been as follows:
2003 2002
------------------------ -------------------------------
As Reported Pro Forma As Reported Pro-Forma
------------ ------------ ----------- ------------
Net income
(loss) $ (416,300) $ (462,800) $ (362,800) $ (433,600)
Basic loss
per share $ (0.04) $ (0.05) $ (0.04) $ (0.04)
Diluted loss
per share $ (0.04) $ (0.05) $ (0.04) $ (0.04)
The fair value of options granted has been estimated as
of the date of grant using the following assumptions as of
March 31:
2003 2002
-------- --------
Dividend rate $ - $ -
Expected volatility 170% 175%
Risk-free interest rate 3.06% 3.36%
Expected life (in years) 4.5 4.5
(n) Reclassifications
Certain 2002 amounts have been reclassified to conform to
the 2003 presentation.
Note 2.
Basis of Preparation of Financial Statements
These unaudited interim consolidated financial statements of
Scott's Liquid Gold-Inc. and subsidiaries (collectively, the
"Company") have been prepared 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 the financial statements of the Company included in its
2002 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of
the Company and its subsidiaries. All intercompany accounts
and transactions have been eliminated. Certain prior year
amounts have been reclassified to conform to the current year
presentation. 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 and 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.
Recently Issued Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, "Rescission of
FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." This statement provides
guidance on the classification of gains and losses from the
extinguishment of debt and on the accounting for certain
specified lease transactions. The Company adopted SFAS No.
145 January 1, 2003. Adoption of SFAS No. 145 did not have a
material impact on the Company.
In July 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities," (effective
January 1, 2003) which replaces Emerging Issues Task Force
(EITF) Issue No. 94-3 "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
SFAS No. 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the
liability is incurred and states that an entity's commitment
to an exit plan, by itself, does not create a present obligation
that meets the definition of a liability. SFAS No. 146 also
establishes that fair value is the objective for initial
measurement of the liability. The Company adopted this
statement on January 1, 2003; adoption did not have a material
effect on results of operations and financial position.
In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure."
This statement amends FASB Statement No. 123 "Accounting for
Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. This
statement also amends the disclosure requirements of Statement
123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for
stock-based employee compensation and the effect of the
method used on reported results. The provisions of this
statement relating to alternative transition methods and
annual disclosure requirements are effective for the year
ended December 31, 2002. The provisions of this statement
relating to interim financial information are effective for
the quarter ending March 31, 2003. The transitional provisions
did not have an impact on the Company's financial statements as
it has elected to retain the intrinsic value method. The
provisions relating to annual and interim disclosures have
changed the manner in which the Company discloses information
regarding stock-based compensation.
In November 2002, the Financial Accounting Standards Board
issued Interpretation No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (the Interpretation),
which addresses the disclosure to be made by a guarantor in
its interim and annual financial statements about its
obligations under guarantees. The Interpretation also requires
the recognition of a liability by a guarantor at the inception
of certain guarantees. The Interpretation requires the
guarantor to recognize a liability for the non-contingent
component of the guarantee, this is the obligation to stand
ready to perform in the event that specified triggering events
or conditions occur. The initial measurement of this liability
is the fair value of the guarantee at inception. The recognition
of the liability is required even if it is not probable that
payments will be required under the guarantee or if the
guarantee was issued with a premium payment or as part of a
transaction with multiple elements. The Company is required to
adopt the disclosure provisions of the Interpretation
beginning with its fiscal 2003 consolidated financial statements,
and will apply the recognition and measurement provisions for
all guarantees entered into or modified after December 31, 2002.
The Company has not completed its assessment of the recognition
provisions of the Interpretation; however, the impact of the
adoption is not expected to have a significant impact on the
Company's consolidated financial statements.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN No. 46)". This interpretation clarifies existing
accounting principles related to the preparation of consolidated
financial statements when the equity investors in an entity do
not have the characteristics of a controlling financial
interest or when the equity at risk is not sufficient for the
entity to finance its activities without additional subordinated
financial support from other parties. FIN No. 46 requires a
company to evaluate all existing arrangements to identify
situations where a company has a "variable interest"
(commonly evidenced by a guarantee arrangement or other
commitment to provide financial support) in a "variable
interest entity" (commonly a thinly capitalized entity) and
further determine when such variable interests require a
company to consolidate the variable interest entities'
financial statement with its own. The Company is required
to perform this assessment by December 31, 2003 and consolidate
any variable interest entities for which it will absorb a
majority of the entities' expected losses or receive a majority
of the expected residual gains. Management has not yet
performed this assessment, however it does not have any
variable interest entities as of March 31, 2003.
Note 3.
The following table is a reconciliation of the Company's
net loss to its total comprehensive loss for the
quarters ended March 31, 2003 and 2002:
2003 2002
---------- ----------
Net loss $(416,300) $(362,800)
Unrealized gain (loss) on
investment securities 100 (6,600)
---------- ----------
Comprehensive loss $(416,200) $(369,400)
========== ==========
Note 4.
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 1,121,100 and 1,186,500 at
March 31, 2003 and 2002, were excluded from the computation of
weighted average shares outstanding due to the anti-dilutive
effect.
A reconciliation of the weighted average number of common
shares outstanding follows:
March 31,
-----------------------
2003 2002
---------- ----------
Common shares outstanding,
beginning of the year 10,153,100 10,153,100
Stock options exercised - -
---------- ----------
Weighted average number of
common shares outstanding 10,153,100 10,153,100
Dilutive effect of common share equivalents - -
---------- ----------
Diluted weighted average number
of common shares outstanding 10,153,100 10,153,100
========== ==========
At March 31, 2003, there were authorized 50,000,000
shares of the Company's $.10 par value common stock
and 20,000,000 shares of preferred stock issuable in
one or more series.
On February 22, 2001, the Company's Board of Directors adopted a
shareholder rights plan for its common stock. One right was
issued for each share of common stock issued and outstanding on
March 2, 2001. One right will also be issued for each share
of common stock that is issued or sold after that date and
prior to the "Distribution Date." The Distribution Date means
generally a date which is ten days after a person becomes an
"Acquiring Person" or the commencement of a tender offer that
would make a person a beneficial owner of 15% or more of the
Company's common stock. An Acquiring Person means generally a
person or group owning beneficially 15% or more of the
outstanding shares of common stock, with certain exceptions.
Each right entitles shareholders to buy one share of the
Company's common stock at an exercise price of $8.00 per share,
subject to adjustments; however, the rights are not exercisable
until the Distribution Date. The rights will expire on
February 21, 2011 or upon earlier redemption of the rights.
If any person becomes an Acquiring Person, or certain other
events relating to an Acquiring Person occur, the right will
entitle each holder to receive shares of common stock (or stock
of the acquiring party after a merger or business combination)
having a market value of two times the exercise price of the
right. The Board of Directors may redeem the rights at a
redemption price of $.01 per right at any time prior to a
Distribution Date or the expiration date of the rights on
February 21, 2011.
Note 5.
The Company operates in two different segments: household
products and skin care products. The Company's products are
sold in the United States and internationally (primarily Canada),
directly and through independent brokers, to mass marketers,
drug stores, supermarkets, wholesale distributors and other
retail outlets. Management has chosen to organize the Company
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, and
"Touch of Scent," a room air freshener. The skin care segment
includes "Alpha Hydrox," alpha hydroxy acid cleansers and
lotions, and a retinol product, and "Diabetic Skin Care," a
healing cream and moisturizer developed to address skin
conditions of diabetics, and skin care sachets of Montagne
Jeunesse distributed by the Company.
The following provides information on the Company's segments
for the three months ended March 31:
2003 2002
----------------------- -----------------------
Household Skin Care Household Skin Care
Products Products Products Products
----------- ----------- ----------- -----------
Net sales to external
customers $2,233,200 $3,502,500 $2,588,000 $2,324,400
=========== =========== =========== ===========
Income (loss) before
profit sharing, bonuses
and income taxes $ (405,000) $ (11,300) $ 56,700 $ (902,500)
=========== =========== =========== ===========
Identifiable assets $3,578,200 $6,840,200 $3,482,100 $7,012,500
=========== =========== =========== ===========
The following is a reconciliation of segment information to
consolidated information for the three months ended March 31:
2003 2002
------------ -----------
Net sales to external customers $ 5,735,700 $ 5,274,700
=========== ===========
Loss before profit sharing,
bonuses and income taxes $ (416,300) $ (845,800)
=========== ===========
Identifiable assets $10,418,400 $10,494,600
Corporate activities 16,055,100 14,021,600
----------- -----------
Consolidated total assets $26,473,500 $24,516,200
=========== ===========
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Summary of Results as a Percentage of Net Sales
Year Ended Three Months Ended
December 31, March 31,
2002 2003 2002
----------- -------- -------
Net sales
Scott's Liquid Gold household products 40.7% 38.9% 52.7%
Neoteric Cosmetics 59.3% 61.1% 47.3%
------ ------ ------
Total Net Sales 100.0% 100.0% 100.0%
Cost of Sales 53.5% 49.8% 56.5%
------ ------ ------
Gross profit 46.5% 50.2% 43.5%
Operating expenses 43.7% 56.7% 59.7%
------ ------ ------
Income (loss) from operations 2.8% (6.5%) (16.2%)
Interest income 2.6% .3% 0.4%
Interest expense (1.0%) (1.0%) (1.4%)
------ ------ ------
Income (loss) before income taxes 4.4% (7.2%) (17.2%)
====== ====== ======
Three Months Ended March 31, 2002
Compared to Three Months Ended March 31, 2001
Consolidated net sales for the first quarter of the current
year were $5,735,700 vs. $4,912,400 for the first three months
of 2002, an increase of $823,300. Average selling prices for
the first three months of the year 2003 were up by $380,000
over those of the comparable period of 2002, all of the
increase pertained to skin care products. This increase was
primarily due to a decrease in coupon expense in 2003 versus
2002. Co-op advertising, marketing funds, slotting fees and
coupon expenses paid to retailers were recorded as a reduction
of gross sales and totaled $510,600 in the first quarter of
2003 versus $829,400 in the same quarter in 2002, a decrease
of $318,800 or 38.4%.
During the first quarter of 2003, net sales of skin care
products accounted for 61.1% of consolidated net sales compared
to 47.3% for the same quarter of 2002. Net sales of these
products for that period were $3,502,500 in 2003 compared to
$2,324,400 in 2002, an increase of $1,178,100 or 50.7%. The
Company has continued to experience a drop in unit sales of
the Company's earlier-established alpha hydroxy acid products
due at least in part to maturing in the market for alpha
hydroxy acid-based skin care products and intense competition
from producers of similar or alternative products, many of
which are considerably larger than Neoteric Cosmetics, Inc.
Sales of the Company's Alpha Hydrox products (with and without
alpha hydroxy acid) have also decreased during 2002 and the
first quarter of 2003, due to reduced distribution of those
products at retail stores, including the Company's largest and
other customers having reduced in prior quarters the number of
types of those products carried on their shelves and
discontinuation of these products at certain retail chains.
The Company believes that limited advertising expenses for
Alpha Hydrox products were an additional reason for the
decrease in sales of the Company's Alpha Hydrox products.
The Company continues to address the decrease in sales of
Alpha Hydrox skin care products through focusing on its core
products and its niche marketing opportunities, including the
distribution and sale of products purchased from Montagne
Jeunesse. For 2003, sales of Montagne Jeunesse comprised a
majority of net sales of the Company's skin care products and
offset declining shipments of Alpha Hydrox products. Net sales
of Montagne Jeunesse were approximately $2,044,000 in 2003
compared to $593,000 in 2002. The Company believes that this
increase in sales of Montagne Jeunesse is attributable
primarily to wider distribution of the product, with more
retail store chains carrying brands of Montagne Jeunesse
sachets, and consumer acceptance of the product. As part of
its efforts to at least maintain sales, the Company is using
direct response television (infomercial) commercials for the
sale of its Alpha Hydrox products. The Company has not used
television advertisements for the Montagne Jeunesse products.
The Company did not introduce new products during the first
quarter of 2003. The Company believes that its future success
is highly dependent on favorable acceptance in the marketplace
of Montagne Jeunesse products and the sales of its Alpha Hydrox
products.
Sales of household products for the first quarter of this year
accounted for 38.9% of consolidated net sales compared to 52.7%
for the same period of 2002. These products are comprised of
Scott's Liquid Gold for wood, a wood cleaner which preserves
as it cleans, and Touch of Scent, a room air freshener.
During the quarter ended March 31, 2003, sales of household
products were $2,233,200 as compared to sales of $2,588,000
for the same quarter of 2002. Sales of Scott's Liquid Gold
for wood, were down by $262,400, a decrease of 14.4%, which
the Company believes is the result of limited advertising in
previous quarters and the first quarter of 2003 (the Company
increased the advertising of "Scott's Liquid Gold" late in the
first quarter of 2003) and to increased competition from
existing and new products. Sales of Touch of Scent were down
by $92,400 or 12.1%, primarily due to a decrease in orders
for, and distribution of, the Company's Touch of Scent
dispenser package.
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 Alpha Hydrox products, Scott's
Liquid Gold for wood or Touch of Scent, could have a
significant adverse impact on the Company's revenues and
operating results.
On a consolidated basis, cost of goods sold was $2,858,000
during the first three months of 2003 compared to $2,774,200
for the same period of 2002, an increase of $83,800 (3.0%, on
a sales increase of 16.8%). As a percentage of consolidated
net sales, cost of sales was 49.8% in 2003 versus 56.5% in 2002,
a decrease of about 11.8%, which was essentially due to less
coupon promotion (which are deducted from sales) in the first
quarter of 2003 versus the first quarter of 2002, and the fact
that 2002 included the close out sales of a few discontinued
items, offset to some extent by the higher cost of Montagne
Jeunesse products compared to those manufactured by the
Company and the lower number of units of products manufactured
at the Company's facility.
Operating expenses, comprised primarily of advertising, selling
and general and administrative expenses, increased by $317,100
in the first quarter of 2003 when compared to first quarter of
2002. The various components of operating expenses are
discussed below.
Advertising expenses for the first three months of 2003 were
$809,000 compared to $433,100 for the comparable quarter of
2002, an increase of $375,900 or 86.8%. Advertising expenses
applicable to household products increased by $343,400 (615.4%)
during the first quarter of 2003, whereas, advertising expenses
for Alpha Hydrox products increased from the comparative
three-month period by $32,500 (8.6%).
Irrespective of year to year changes in expenditures to
advertise its products, the Company recognizes that, whenever
it is fiscally responsible to do so, it must seek to advertise
because the markets for skin care products, furniture polish
and air fresheners are highly competitive and, accordingly,
the Company's brand names need to be kept in front of current
and potential consumers. The Company's advertising program is
highly dependent upon sales of its skin care products. The
Company will be increasing the amount of television advertising
for both its skin care and household products for the 2003
year when compared to the 2002 year. The Company currently
anticipates that most of the television advertising will be
direct response television if it proves to be successful in
an effort to maintain or slow the decrease in sales of the
Company's products.
Selling expenses for the first quarter of 2003 were $1,420,400
compared to $1,239,700 for the comparable three months of 2002,
an increase of $180,700 or 14.6%. That increase was comprised
of an increase in brokerage commissions and freight expense of
$70,700, an increase in salary and travel expenses of $49,500,
and a net increase in other expenses, none of which, by itself,
was material of $60,500.
General and administrative expenses for the first three months
of 2003 were $1,024,000 compared to $1,263,500 for the
comparable period of 2002, a decrease of $239,500 or 19.0%.
Such decrease was attributable to the reduction in salary and
fringe benefits of $193,500, a decrease in legal fees and
professional fees of $54,600 offset by a net increase in other
administrative expenses, none of which, by itself, was material,
of $8,600.
Interest expense for the first quarter of 2003 was $56,900
versus $68,500 for the comparable quarter of 2002. Interest
expense decreased because of the reduced principal of the
Company's bank loan. Interest income for the three months
ended March 31, 2003 was $16,300 compared to $20,800 for the
same period of 2002, which consists of interest earned on the
Company's cash reserves in 2003 and 2002.
The income tax benefit of $483,000 in the first quarter of
2002 results from the carry-back of the 2001 net operating loss.
During the first quarter of 2003 and of 2002, expenditures
for research and development were not material (under 2% of
revenues).
Liquidity and Capital Resources
The Company has a bank loan for approximately $6 million at
the bank's base rate, adjustable yearly (5.0% at March 31,
2003), secured by the Company's land and buildings, with
principal and interest payable monthly through November
2007. 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. The Company
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 quarter of 2003.
During the first quarter of 2003 the Company's working
capital decreased by $458,200, and concomitantly, its current
ratio (current assets divided by current liabilities) decreased
from 2.4:1 at December 31, 2002 to 2.0:1 at March 31, 2003.
This decrease in working capital is attributable to a net loss
in the first three months of 2003 of $416,300, and a reduction
in long-term debt of $214,200, both offset by depreciation in
excess of capital additions of $175,500 and a decrease in other
assets of $2,700. At March 31, 2003, the ratio of consolidated
long-term debt to consolidated net worth was .21:1.
At March 31, 2003, trade accounts receivable were $1,061,000
versus $1,808,000 at year-end. Accounts payable increased from
the end of 2002 through March of 2003 by $884,500 primarily
due to an increase in advertising and trade suppliers payables.
At March 31, 2003 inventories were $657,900 more than at
December 31, 2002, largely due to the increase in Montagne
Jeunesse inventory to support sales of these products in the
upcoming quarters. Accrued expenses increased by $130,200
from December 31, 2002 to March 31, 2003 primarily from an
increase in accrued salaries and related items of $129,200.
The Company has no significant capital expenditures planned
for 2003 and expects that its available cash and cash flows
from operating activities will fund the next twelve months
cash requirements.
The Company's dependence on operating cash flow means that risks
involved in its business can significantly affect its liquidity.
Any loss of a significant customer, any further decreases in
distribution of its skin care or household chemical products,
any new competitive products affecting sales levels of the
Company's products, or any significant expense not included
in the Company's internal budget could result in the need to
raise cash, such as through a bank financing. The Company has
no arrangements for an external financing of debt or equity,
and the Company is not certain whether any such financing would
be available on acceptable terms. Please also see other risks
summarized in "Forward Looking Statements" below. The
Company's working capital as of March 31, 2003 is expected
to be sufficient to fund operations for at least the next
12 months.
Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss due to adverse changes
in financial and commodity market prices and rates. The
Company is not materially exposed to market risks regarding
interest rates because the interest on the Company's
outstanding debt is at the lender's base rate, which
approximates the prime rate, adjustable yearly. The Company's
investments in debt and equity securities are short-term and
not subject to significant fluctuations in fair value. If
interest rates were to rise 10% from year-end levels, the fair
value of the Company's debt and equity securities would have
decreased by approximately $11,800. Further, the Company does
not use foreign currencies in its business. Currently, it
receives payments for sales to parties in foreign countries
in U.S. dollars. Additionally, the Company does not use
derivative instruments or engage in hedging activities.
As a result, the Company does not believe that near-term
changes in market risks will have a material effect on results
of operations, financial position or cash flows of the Company.
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 the Company's 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 the
Company's products in the marketplace; the degree of success
of any new product or product line introduction by the Company;
competitive factors; any decrease in distribution of (i.e.,
retail stores carrying) the Company's significant products;
continuation of the Company's distributorship agreement with
Montagne Jeunesse; the need for effective advertising of the
Company's 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 the Company's
products, including applicable environmental regulations;
adverse developments in pending litigation; the loss of any
executive officer; and other matters discussed in the Company's
periodic filings with the Securities and Exchange Commission.
The Company undertakes 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 Risk
Please see "Market Risks" in Item 2 of Part I of
this Report which information is incorporated
herein by this reference.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
The Company, under the supervision and with the
participation of the Company's management, including
its Chief Executive Officer and Chief Financial
Officer, carried out an evaluation of the
effectiveness of the design and operation of the
Company's disclosure controls and procedures within
90 days of the filing of this report. Based upon
this evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective
for purposes of recording, processing, summarizing
and timely reporting material information required
to be disclosed in reports that the Company files
under the Exchange Act.
Changes in internal controls.
There were no significant changes in our internal
controls and no other factors that could significantly
affect these controls subsequent to management's
evaluation of the Company's disclosure controls and
procedures. The Company did not need to implement
any corrective actions with regard to any significant
deficiency or material weakness in its internal
controls during the current or prior periods.
PART II OTHER INFORMATION
Item 1. Not Applicable
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Not Applicable
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
The following report was filed by the Company on Form 8-K during
the third quarter of 2003: A current report on Form 8-K filed on
March 31, 2003 reporting on Item 5, Other Events.
(b) Exhibits
99. Section 906 Certification of 10-Q Report.
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 9, 2003 BY: /s/ Mark E. Goldstein
Date Mark E. Goldstein
President and Chief Executive Officer
May 9, 2002 BY: /s/ Jeffry B. Johnson
Date Jeffry B. Johnson
Treasurer and Chief Financial Officer
CERTIFICATIONS
I, Mark E. Goldstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Scott's Liquid Gold-Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
DATE: May 9, 2003
/s/ Mark E. Goldstein
--------------------------
Mark E. Goldstein
President and Chief
Executive Officer
I, Jeffry B. Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Scott's Liquid Gold-Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period
in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
DATE: May 9, 2003
/s/ Jeffry B. Johnson
--------------------------
Jeffry B. Johnson
Treasurer and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
No. Document
99. Section 906 Certification of 10-Q Report
EXHIBIT 99.
CERTIFICATION OF 10-Q REPORT
OF
SCOTT'S LIQUID GOLD-INC.
FOR THE QUARTER MARCH 31, 2003
1. The undersigned are the Chief Executive Officer and the
Chief Financial Officer of Scott's Liquid Gold-Inc. ("Scott's
Liquid Gold"). This Certification is made pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This Certification
accompanies the 10-Q Report of Scott's Liquid Gold for the quarter
ended March 31, 2003.
2. We certify that such 10-Q Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in
such 10-Q Report fairly presents, in all material respects,
the financial condition and results of operations of Scott's
Liquid Gold.
This Certification is executed as of May 9, 2003.
/s/ Mark E. Goldstein
- -----------------------------------
Mark E. Goldstein
President, Chief Executive Officer
and Chairman of the Board
/s/ Jeffry B. Johnson
- -----------------------------------
Jeffry B. Johnson
Treasurer and Chief Financial
Officer