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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
June 30, 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 June 30, 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 15
PART II OTHER INFORMATION 21
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net sales $ 5,608,000 $ 5,773,500 $11,343,700 $10,685,900
Operating costs and
expenses:
Cost Of Sales 3,063,300 3,257,300 5,921,300 6,031,500
Advertising 691,600 88,500 1,500,600 521,600
Selling 1,587,000 1,530,300 3,007,400 2,770,000
General and
administrative 975,700 926,200 1,999,700 2,189,700
----------- ----------- ----------- -----------
6,317,600 5,802,300 12,429,000 11,512,800
----------- ----------- ---------- -----------
Loss from operations (709,600) (28,800) (1,085,300) (826,900)
Interest income 18,200 15,800 34,500 36,600
Interest expense (55,100) (67,500) (112,000) (136,000)
----------- ----------- ----------- -----------
(746,500) (80,500) (1,162,800) (926,300)
Income tax expense
(benefit) - - - (483,000)
----------- ----------- ----------- -----------
Net loss $ (746,500) $ (80,500) $(1,162,800) $ (443,300)
=========== =========== =========== ===========
Net loss per common
share (Note 4):
Basic $ (0.07) $ (0.01) $ (0.11) $ (0.04)
=========== =========== =========== ===========
Diluted $ (0.07) $ (0.01) $ (0.11) $ (0.04)
=========== =========== =========== ===========
Weighted average shares
outstanding:
Basic 10,153,100 10,153,100 10,153,100 10,153,100
=========== =========== =========== ===========
Diluted 10,153,100 10,153,100 10,153,100 10,153,100
=========== =========== =========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Balance Sheets
June 30, December 31,
2003 2002
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,522,600 $ 2,786,400
Investment securities 1,258,000 1,562,400
Trade receivables, net of allowance
for doubtful accounts of $122,800
and $105,000 650,700 1,808,000
Other receivables 41,500 35,100
Inventories 3,292,900 2,606,600
Prepaid expenses 361,200 429,500
Deferred tax assets 1,225,600 1,225,600
----------- -----------
Current assets 9,352,500 10,453,600
Property, plant and equipment, net 15,220,700 15,581,400
Other assets 38,800 44,200
----------- -----------
TOTAL ASSETS $24,612,000 $26,079,200
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,919,700 $ 1,698,100
Accrued expenses 1,762,700 1,879,600
Current maturities of long-term debt 851,000 830,000
---------- -----------
Current liabilities 4,533,400 4,407,700
Long-term debt, net of current maturities 3,254,500 3,685,400
Deferred income taxes 1,225,600 1,225,600
----------- -----------
Total liabilities 9,013,500 9,318,700
Commitments and contingencies
Shareholders' equity (Note 4):
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 9,200 8,400
Retained earnings 9,727,000 10,889,800
----------- -----------
Shareholders' equity 15,598,500 16,760,500
------------ -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $24,612,000 $26,079,200
=========== ===========
SCOTT'S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
---------------------------
2003 2002
----------- ------------
Cash flows from operating activities:
Net loss $(1,162,800) $ (443,200)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization 376,600 418,800
Gain on investment securities - (2,700)
Changes in assets and liabilities:
Trade and other receivables, net 1,150,900 42,200
Inventories (686,300) 424,000
Prepaid expenses and other assets 68,300 (47,400)
Accounts payable and accrued expenses 104,700 27,000
----------- -----------
Total adjustments to net loss 1,014,200 861,900
----------- -----------
Net Cash Provided (Used) by
Operating Activities (148,600) 418,700
----------- -----------
Cash flows from investing activities:
Purchase of investment securities (495,600) -
Proceeds from sale or maturity of
investment securities 800,000 452,700
Purchase of property, plant & equipment (9,700) (4,100)
----------- -----------
Net Cash Provided (Used) by
Investing Activities 294,700 448,600
----------- -----------
Cash flows from financing activities:
Principal payments on long-term borrowings (409,900) (389,900)
----------- -----------
Net Cash Used by
Financing Activities (409,900) (389,900)
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents (263,800) 477,400
----------- -----------
Cash and Cash Equivalents, beginning of period 2,786,400 1,220,800
----------- -----------
Cash and Cash Equivalents, end of period $ 2,522,600 $ 1,698,200
=========== ===========
Supplemental disclosures:
Cash Paid during period for:
Interest $ 112,300 $ 136,600
=========== ===========
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. Actual results could
differ from those estimates. Significant estimates include, but
are not limited to, realizability of deferred tax assets,
reserves for slow moving and obsolete inventory, customer
returns and allowances, and bad debts.
(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
June 30, 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
June 30, 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 basis. 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 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 June 30, 2003 and December 31,
2002 approximately $1,078,000 and $1,174,600, respectively, had
been reserved as a reduction of accounts receivable, and
approximately $155,000 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 first quarter of 2003 with
an exercise price equal to $0.46. No options were granted during
the second quarter of 2003. 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 would have
been as follows:
Three Months Ended June 30,
-----------------------------------------------------------
2003 2002
------------------------ ----------------------------
As Reported Pro Forma As Reported Pro-Forma
------------ ------------ ------------ ------------
Net loss $ (746,500) $ (746,500) $ (80,500) $ (96,000)
Basic loss
per share $ (0.07) $ (0.07) $ (0.01) $ (0.01)
Diluted loss
per share $ (0.07) $ (0.07) $ (0.01) $ (0.01)
Six Months Ended June 30,
-----------------------------------------------------------
2003 2002
------------------------ ---------------------------
As Reported Pro Forma As Reported Pro-Forma
------------ ------------- ------------ ------------
Net loss $(1,162,800) $(1,209,300) $ (443,300) $ (511,900)
Basic loss
per share $ (0.11) $ (0.12) $ (0.04) $ (0.05)
Diluted loss
per share $ (0.11) $ (0.12) $ (0.04) $ (0.05)
The fair value of options granted has been estimated as of the
date of grant using the following assumptions as of:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Dividend rate $ - $ - $ - $ -
Expected volatility 170% 175% 171% 175%
Risk-free interest rate 3.06% 3.26% 3.06% 3.31%
Expected life (in years) 4.5 4.5 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.
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 an 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 and
six months ending June 30, 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 adopted 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. However, the
Company is not a guarantor of indebtedness of others.
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 June 30, 2003.
In May 2003, FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities
and Equity," which is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective
at the beginning of the first interim period beginning after
June 15, 2003. SFAS No. 150 establishes standards for how an
issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. The
adoption of this standard is not expected to have a material
impact on the Company's financial statements.
Note 3.
The following table is a reconciliation of the Company's net loss
to its total comprehensive loss for the three and six months ended
June 30, 2003 and 2002:
Three Months Six Months
---------------------- ------------------------
2003 2002 2003 2002
---------- ---------- ------------ ---------
Net loss $(746,500) $ (80,500) $(1,162,800) $(443,300)
Unrealized gain (loss) on
investment securities 700 1,300 800 (5,300)
---------- ---------- ---------- -----------
Comprehensive loss $(745,800) $ (79,200) $(1,162,000) $(448,600)
========== ========== ============ ==========
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 June 30, 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:
June 30,
-----------------------
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 June 30, 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, a retinol product, "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 and six months ended June 30:
Three Months ended June 30,
------------------------------------------------
2003 2002
----------------------- -----------------------
Household Skin Care Household Skin Care
Products Products Products Products
----------- ----------- ----------- -----------
Net sales to customers $2,083,800 $3,524,200 $2,538,100 $3,235,400
========== ========== ========== ==========
Income (loss) before profit
sharing, bonuses and
income taxes $ (78,800) $ (667,700) $ 226,600 $ (307,100)
========== ========== ========== ==========
Identifiable assets $3,397,200 $6,544,300 $3,066,700 $7,109,900
========== ========== ========== ==========
Six Months ended June 30,
--------------------------------------------------
2003 2002
----------------------- -------------------------
Household Skin Care Household Skin Care
Products Products Products Products
----------- ----------- ----------- -----------
Net sales to external
customers $ 4,317,000 $ 7,026,700 $ 5,126,100 $ 5,559,800
=========== =========== =========== ===========
Income (loss) before
profit sharing,
bonuses and income
taxes $ (483,800) $ (679,000) $ 283,300 $(1,209,600)
=========== =========== =========== ===========
Identifiable assets $ 3,397,200 $ 6,544,300 $ 3,066,700 $ 7,109,900
=========== ========== =========== ===========
The following is a reconciliation of segment information to
consolidated information for the three and six months ended June 30:
Three Months ended June 30, Six Months ended June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
------------ ------------- ------------ -------------
Net sales to
external customers $ 5,608,000 $ 5,773,500 $11,343,700 $10,685,900
=========== =========== =========== ===========
Loss before profit
sharing, bonuses and
income taxes $ (746,500) $ (80,500) $(1,162,800) $ (926,300)
=========== =========== =========== ===========
Identifiable assets $ 9,941,500 $10,176,600 $ 9,941,500 $10,176,600
Corporate activities 14,670,500 14,056,800 14,670,500 14,056,800
----------- ----------- ----------- -----------
Consolidated total
assets $24,612,000 $24,233,400 $24,612,000 $24,233,400
=========== =========== =========== ===========
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 Six Months Ended
December 31, June 30,
2002 2003 2002
----------- -------- -------
Net sales
Scott's Liquid Gold household products 40.7% 38.1% 48.0%
Neoteric Cosmetics 59.3% 61.9% 52.0%
------ ------ ------
Total Net Sales 100.0% 100.0% 100.0%
Cost of Sales 53.5% 52.2% 56.4%
------ ------ ------
Gross profit 46.5% 47.8% 43.6%
Operating expenses 43.7% 57.4% 51.3%
------ ------ ------
Income (loss) from operations 2.8% (9.6%) (7.7%)
Interest income 2.6% 0.3% 0.3%
Interest expense (1.0%) (1.0%) (1.3%)
------ ------ ------
Income (loss) before income taxes 4.4% (10.3%) (8.7%)
====== ====== ======
Six Months Ended June 30, 2003
Compared to Six Months Ended June 30, 2002
Consolidated net sales for the first half of the current year were
$11,343,700 vs. $10,685,900 for the first six months of 2002, an
increase of $657,800 or about 6.2%. Average selling prices for the
first six months of the year 2003 were up by $317,700 over those of
the comparable period of 2002, prices of household products being
down by $17,400, while average selling prices of skin care products
were up by $335,100. 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
subtracted from gross sales in accordance with current accounting
policies totaling $936,600 in the first half of 2003 versus
$1,734,600 in the same period in 2002, a decrease of $798,000 or
46.0%. Of this decrease $365,200 was a decrease in coupon
expenses and a decrease of $463,100 in cooperative advertising
expenses.
During the first half of the year, net sales of skin care products
accounted for 61.9% of consolidated net sales compared to 52.0% for
the first six months of 2002. Net sales of these products for
those periods were $7,026,700 in 2002 compared to $5,559,800 in
2002, an increase of $1,466,900 or 26.4%. 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 half 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. In the
second quarter of 2002, the Company's largest customer (which
accounted for 23.6% of sales of Alpha Hydrox skin care products
in 2002) decreased significantly the number of stores carrying
Alpha Hydrox products of the Company. This change is likely to
result in lower sales of those products in the third quarter of
2003 and future quarters. For the first six months of 2003, the
sales of the Company's Alpha Hydrox products accounted for 25% of
net sales of skin care products and 15.5% of total net sales.
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 the
first six months of 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 $4,640,000 in the first six
months of 2003 compared to $2,880,000 in the first six months of
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, new skin and hair care items in sachets of
Montagne Jeunesse, and consumer acceptance of the product.
As part of its sales efforts, 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 second quarter of 2003.
Sales of household products for the first half of this year
accounted for 38.1% of consolidated net sales compared to 48.0%
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 six months ended June 30, 2003, sales of household
products were $4,317,000, as compared to sales of $5,126,100
for the same six months of 2002. Sales of "Scott's Liquid Gold"
for wood were down by $556,800, a decrease of 15.1%, largely in
management's view because of the lack of television advertisement
to support this product and additional competitive products.
Sales of "Touch of Scent" were down by $252,300 or 17.6%.
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.
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 and "Scott's
Liquid Gold" for wood.
On a consolidated basis, cost of goods sold was $5,921,300 during
the first six months of 2003 compared to $6,031,500 for the same
period of 2002, a decrease of $110,200 (1.8% on a sales increase
of 6.2%). As a percentage of consolidated net sales for the first
half of 2003, cost of goods sold was 52.2% compared to 56.4% in
2002, a decrease of 7.5%, which was essentially due to less sales
promotions (couponing, co-op advertising, and slotting allowances,
which reduce gross sales) in the first half of 2003 versus 2002
offset to some extent by a lower number of units of products
manufactured by the Company's facility.
Operating expenses, comprised primarily of advertising, selling
and general and administrative expenses, increased 11.9% as a
percentage of sales in the first half of 2003, when compared
to the first half of 2002, largely because of the increase in
advertising expenses. The various components of operating
expenses are discussed below.
Advertising expenses for the first six months of 2003 were
$1,500,600 compared to $521,600 for the comparable six months of
2002, an increase of $979,000 or 187.7%. Advertising expenses
applicable to household products increased by $531,300 (524.5%)
during the first half of 2003, and advertising expenses for
Alpha Hydrox products increased for the comparative six-month
period by $447,700 (106.5%).
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 decreasing the amount of television advertising
for both its skin care and household products for the remainder
of the 2003 year when compared to the first half of the year.
Selling expenses for the first half of 2003 were $3,007,400
compared to $2,770,000 for the comparable six months of 2002,
an increase of $237,400 or 8.6%. That increase was comprised
of an increase of $81,500 in freight and brokerage costs, an
increase in travel expenses of $63,600, an increase in salary
and fringe benefits of $18,900, an increase in internet and
direct television sales expenses of $131,700 and a net increase
in a variety of other expenses, none of which by itself, was
significant, of $3,800, offset by a decrease in promotional
expenses of $44,200,and a decrease in postage of $17,900.
General and administrative expenses for the first six months of
2003 were $1,999,700 compared to $2,189,700 for the comparable
period of 2002, a decrease of $190,000 or 8.7%. That decrease is
made up of a decrease in salary and fringe benefits cost of
$326,000, offset by an increase in professional fees of $116,900
and a net increase in other administrative expenses, none of
which, by itself, was material, of $19,100.
Interest expense for the second quarter of 2003 was $112,000
versus $136,000 for the comparable quarter of 2002. Interest
expense decreased because of the reduced principal of the
Company's bank loan. Interest income for the six months ended
June 30, 2003 was $34,500 compared to $36,600 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 half of 2002
results from the carry-back of the 2001 net operating loss.
During the second quarter of 2003 and of 2002, expenditures for
research and development were not material (under 2% of revenues).
Three Months Ended June 30, 2003
Compared to Three Months Ended June 30, 2002
Consolidated net sales for the second quarter of the current year
were $5,608,000 vs. $5,773,500 for the comparable quarter of 2002,
a decrease of $165,500 or about 2.9%. Average selling prices for
the second quarter of 2003 were down by $62,300 over those of the
comparable period of 2002, prices of household products being
down by $19,200, while average selling prices of skin care
products were down by $43,100. Co-op advertising, marketing
funds, slotting fees and coupon expenses paid to retailers were
subtracted from gross sales in accordance with current accounting
policies totaling $445,300 in the second quarter of 2003 versus
$905,200 in the same period in 2002, a decrease of $459,900 or
50.8%. This decrease was made up of a decrease in cooperative
advertising of $420,000, a decrease in coupon expense of $82,300,
and an increase in slotting expense of $42,400.
During the second quarter of 2003, net sales of skin care products
accounted for 62.8% of consolidated net sales compared to 56.0% for
the second quarter of 2002. Net sales of these products for those
periods were $3,524,200 in 2003 compared to $3,235,400 in 2002, an
increase of $288,800 or 8.9%. Net sales of Montagne Jeunesse were
approximately $2,623,300 in the second quarter of 2003 compared to
$2,287,000 in the second quarter of 2002. Please see the discussion
above for the first half of 2003 for additional information
regarding sales of skin care products, which is also applicable to
sales of skin care products in the second quarter.
Sales of household products for the second quarter of this year
accounted for 37.2% of consolidated net sales compared to 44.0%
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 second quarter of 2003, sales of household products were
$2,083,800, as compared to sales of $2,538,100 for the same
three months of 2002. Sales of "Scott's Liquid Gold" for wood
were down by $292,400, a decrease of 15.7%. Sales of "Touch of
Scent" were down by $161,900 or 23.9%. Please see the discussion
above for the first half of 2003 for additional information
regarding sales of household products, which is also applicable
to sales of household products in the second quarter of 2003.
On a consolidated basis, cost of goods sold was $3,063,300 during
the second quarter of 2003 compared to $3,257,300 for the same
period of 2002, a decrease of $194,000 (6.0%, on a sales decrease
of 2.9%). As a percentage of consolidated net sales for the
second quarter of 2003, cost of goods sold was 54.6% compared to
56.4% in 2002, a decrease of 3.2%, which was essentially due to
less sales promotions (couponing, co-op advertising, and slotting
allowances, which reduce gross sales) in the second quarter of
2003 versus the second quarter of 2002 offset to some extent by a
lower number of units of products manufactured by the Company's
facility.
Operating expenses, comprised primarily of advertising, selling
and general and administrative expenses, increased 31.6% as a
percentage of sales in the second quarter of 2003, when compared
to the same period during 2002, largely because of the increase
in advertising expenses.
Advertising expenses for the second quarter of 2003 were $691,600
compared to $88,500 for the comparable quarter of 2002, an
increase of $603,100 or 681.5%. Advertising expenses applicable
to household products increased by $187,900 (413.0%) during the
second quarter of 2003, and advertising expenses for Alpha
Hydrox products increased for the comparative three-month period
by $415,200 (965.6%). Advertising expenses for Scott's Liquid
Gold for wood and for Alpha Hydrox products during each of the
third and fourth quarters of 2003 are expected to decrease from
those of the first two quarters of 2003.
The Company recognizes that, whenever it is fiscally responsible
to do so, it must seek to advertise both effectively and
aggressively 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.
Selling expenses for the six months ended June 30, 2003 were
$1,587,000 compared to $1,530,300 for the comparable three
months of 2002, an increase of $56,700 or 3.7%. That increase
was comprised of an increase in internet and direct television
sales expenses of $46,500, an increase in travel expenses of
$35,800, offset by a decrease in promotional expenses of $17,900
and a net decrease in other selling expenses, none of which by
itself was significant, of $7,700.
General and administrative expenses for the second quarter of 2003
were $975,700 compared to $926,200 for the comparable period of
2002, an increase of $49,500 or 5.4%. Such increase was
attributable to an increase in professional fees of $171,500, a
net increase in other administrative expenses, none of which by
itself was significant, of $24,200, offset by a decrease in
salaries and fringe benefit costs of $146,200.
Interest expense for the second quarter of 2003 was $55,100 versus
$67,500 for the comparable period of 2002. Interest income for
the three months ended June 30, 2003 was $18,200 compared to $15,800
for the same period of 2002. Other income essentially consists
of interest earned on the Company's cash reserves.
During the second 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 $4 million at the
bank's base rate, adjustable yearly (5.0% at June 30, 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 half
of 2003.
During the first half of 2003, the Company's working capital
decreased by $1,226,800, and concomitantly, its current ratio
(current assets divided by current liabilities) decreased from
2.4:1 at December 31, 2002 to 2.1:1 at June 30, 2003. This
decrease in working capital is attributable to a net loss in
the first six months of 2003 of $1,162,800, and a reduction in
long-term debt of $430,900, both offset by depreciation in
excess of capital additions of $360,700 and a decrease in other
assets of $5,400. At June 30, 2003, the ratio of consolidated
funded debt to consolidated net worth was .2:1.
At June 30, 2003, trade accounts receivable were $650,700 versus
$1,808,000 at year-end, largely because sales in June of 2003
were less than those of December of 2002. Accounts payable
increased from the end of 2002 through June of 2003 by $221,600
primarily due to an increase in advertising and trade suppliers
payables. At June 30, 2003 inventories were $686,300 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 decreased by $116,900 from
December 31, 2002 to June 30, 2003.
The Company has no significant capital expenditures planned for
2003. The Company expects that its available cash and cash flows
from operating activities will fund its cash requirements through
at least June 30, 2004.
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.
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 $13,000. 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 any 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's management, with the participation of the Company's
principal executive and principal financial officers, carried out
an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures as of June 30,
2003. Based upon this evaluation, the Company's principal executive
officer and principal financial officer concluded that the
Company's disclosure controls and procedures were effective as of
that date 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 not any changes in the Company's internal control over
financial reporting that occurred during the Company's quarter
ended June 30, 2003 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over
financial reporting.
PART II OTHER INFORMATION
Item 1. Not Applicable
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
On May 20, 2003, the Company held its 2003 Annual Meeting of
Shareholders. At that meeting, the six existing directors were
nominated and re-elected as directors of the Company. These six
persons constitute all members of the Board of Directors of the
Company. These directors and the votes for and withheld for each
of them were as follows:
For Withheld
--------- --------
Mark E. Goldstein 8,706,903 182,220
Jeffrey R. Hinkle 8,708,903 180,220
Jeffry B. Johnson 8,708,403 180,720
Dennis P. Passantino 8,708,903 180,220
Carl A. Bellini 8,708,003 181,120
Dennis H. Field 8,705,903 183,220
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
The following reports were filed by the Company on Form 8-K
during the second quarter of 2003: A report filed on
April 16, 2003 reporting an event under Item 5, Other Events; a
report filed on May 14, 2003 reporting an event under Item 5,
Other Events; and, a report filed on June 25, 2003 reporting on
Item 4, Changes in Registrant's
Certifying Accountant.
(b) Exhibits
31. Rule 13(a)-14(a) Certifications.
32. Section 1350 Certifications.
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.
August 8, 2003 BY: /s/ Mark E. Goldstein
- -------------- -------------------------------------
Date Mark E. Goldstein
President and Chief Executive Officer
August 8, 2003 BY: /s/ Jeffry B. Johnson
- -------------- -------------------------------------
Date Jeffry B. Johnson
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Document
31. Rule 13(a)-14(a) Certifications.
32. Section 1350 Certifications.
EXHIBIT 31
CERTIFICATIONS
I, Mark E. Goldstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the
quarter ended June 30, 2003 of Scott's Liquid Gold-Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements and other
financial information included in this 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 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-15(e) and
15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report
based on such evaluation; and evaluation as of the Evaluation Date;
(c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, 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 and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.
DATE: August 8, 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 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 report;
3. Based on my knowledge, the financial statements and other
financial information included in this 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 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-15(e) and
15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and evaluation as of the
Evaluation Date;
(c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, 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 and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal control over financial reporting.
DATE: August 8, 2003
/s/ Jeffry B. Johnson
--------------------------
Jeffry B. Johnson
Treasurer and Chief
Financial Officer
EXHIBIT 32
CERTIFICATION OF 10-Q REPORT
OF
SCOTT'S LIQUID GOLD-INC.
FOR THE QUARTER JUNE 30, 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 June 30, 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 August 8, 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
A signed original of this written statement required by
Section 906, or other document authenticating, acknowledging or
otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required
by Section 906, has been provided to Scott's Liquid Gold-Inc.
and will be retained by Scott's Liquid Gold-Inc. and furnished
to the Securities and Exchange Commission or its staff upon
request.