UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20172021
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-13458
SCOTT’S LIQUID GOLD-INC.
(Exact name of registrant as specified in its charter)
Colorado |
| 84-0920811 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (303) 373-4860
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of each class | Trading Symbol | Name of exchange on which registered | |||
None | None | None |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
| ☒ | ||||
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Emerging growth company |
| ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.Act). Yes ☐ No ☒
As of November 13, 2017,August 12, 2021, the Registrantregistrant had 11,885,83912,627,963 shares of its common stock, $0.10 par value per share, outstanding.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of U.S. federal securities laws.the Private Securities Litigation Reform Act of 1995, in addition to historical information. All statements, other than statements of historical fact,facts, included in this Report that address activities, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements.You can typically identify forward-looking statements by the use of words, such as “may,” “could,” “should,” “assume,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” and other similar words. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this Report are based on management’s current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. Forward-looking statements and our performance inherently involve riskrisks and uncertaintyuncertainties 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:
changing consumer preferences and the continued acceptance of each of our significant products in the marketplace;
• | duration and scope of the COVID-19 pandemic, government and other third-party responses to it and the consequences for the global economy, including to our business, employees, and the businesses of our suppliers, customers and manufacturers of our distributed products; |
the degree of success of any new product or product line introduction by us;
• | dependence on third-party vendors and on sales to major customers; |
competitive factors, including any decrease in distribution of (i.e., retail stores carrying) our significant products;
• | regulations, economic conditions, and tariffs in the People’s Republic of China (“PRC”), as well as dependence on the efforts of our exclusive distributor in the PRC to market and sell our products there; |
continuation of our distributorship agreements for Montagne Jeunesse skin care products and Batiste Dry Shampoos;
• | conclusion of our distributorship agreement for Batiste Dry Shampoos; |
the need for effective advertising of our products and limited resources available for such advertising;
• | a continued shift in the retail market from food and drug stores to mass merchandisers, club stores, dollar stores, e-commerce retailers, and subscription services; |
new competitive products and/or technological changes;
• | competition from large consumer products companies in the United States; |
dependence upon third party vendors and upon sales to major customers;
• | competitive factors, including any decrease in distribution of (i.e., retail stores carrying) our significant products; |
the availability of necessary raw materials and potential increases in the prices of these raw materials;
• | new competitive products and/or technological changes; |
changes in the regulation of our products, including applicable environmental and U.S. Food and Drug Administration (“FDA”) regulations;
• | the need for effective advertising of our products and limited resources available for such advertising; |
the continuing availability of financing on terms and conditions that are acceptable to us;
• | unfavorable economic conditions; |
the degree of success of the integration of product lines or businesses we may acquire;
• | changing consumer preferences and the continued acceptance of each of our significant products in the marketplace; |
future losses which could affect our liquidity;
• | the degree of success of any new product or product line introduction by us; |
the loss of any executive officer; and
• | the degree of success of the integration of product lines or businesses we may acquire; |
• | the degree of success of our conversion to outsourced manufacturing and dependence on third-party manufacturers; |
other matters discussed in this Report, including the risks described in the Risk Factors section of this Report.
• | the availability of necessary raw materials, especially plastics including caps and bottles; |
• | potential increases in raw material prices; |
• | changes in the regulation of our products, including applicable environmental, U.S. and international Food and Drug Administration regulations and process-audit compliance; |
• | the loss of any executive officer or other personnel; |
• | future losses which could affect our liquidity; |
• | other matters discussed in this Report, including the risks described in the Risk Factors section of this Report and in our Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q. |
We caution you that forward-looking statements are not guarantees of future performance and that actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Report speak as of the filing date of this Report. Although we may from time to time voluntarily update our prior forward-looking statements, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report.
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Item 1. |
| 1 | |
Item 2. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 4. |
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Item 1A. |
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Item 6. |
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PART I
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Condensed Consolidated Statements of IncomeOperations (Unaudited)
Scott’s Liquid Gold-Inc. & Subsidiaries(in thousands, except per share data)
| Three Months Ended |
|
| Nine Months Ended |
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||
| September 30, |
|
| September 30, |
| June 30, |
|
| June 30, |
| ||||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||||||
Net sales | $ | 10,340,600 |
|
| $ | 9,936,900 |
|
| $ | 30,657,000 |
|
| $ | 24,274,800 |
| $ | 8,451 |
|
| $ | 6,083 |
|
| $ | 17,884 |
|
| $ | 13,937 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Cost of sales |
| 5,420,000 |
|
|
| 5,830,600 |
|
|
| 16,649,000 |
|
|
| 13,454,600 |
|
| 4,929 |
|
|
| 3,215 |
|
|
| 10,225 |
|
|
| 7,605 |
|
Gross Profit |
| 3,522 |
|
|
| 2,868 |
|
|
| 7,659 |
|
|
| 6,332 |
| |||||||||||||||
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Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Advertising |
| 109,800 |
|
|
| 91,700 |
|
|
| 531,100 |
|
|
| 1,426,600 |
|
| 203 |
|
|
| 141 |
|
|
| 362 |
|
|
| 362 |
|
Selling |
| 1,583,400 |
|
|
| 1,717,300 |
|
|
| 4,878,600 |
|
|
| 4,184,300 |
|
| 2,518 |
|
|
| 1,614 |
|
|
| 5,069 |
|
|
| 3,203 |
|
General and administrative |
| 1,062,700 |
|
|
| 1,218,800 |
|
|
| 3,166,300 |
|
|
| 3,433,000 |
|
| 1,687 |
|
|
| 1,293 |
|
|
| 2,972 |
|
|
| 2,487 |
|
Total operating costs and expenses |
| 8,175,900 |
|
|
| 8,858,400 |
|
|
| 25,225,000 |
|
|
| 22,498,500 |
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Income from operations |
| 2,164,700 |
|
|
| 1,078,500 |
|
|
| 5,432,000 |
|
|
| 1,776,300 |
| |||||||||||||||
Other income |
| - |
|
|
| 1,000 |
|
|
| - |
|
|
| 12,600 |
| |||||||||||||||
Intangible asset amortization |
| 387 |
|
|
| 210 |
|
|
| 775 |
|
|
| 420 |
| |||||||||||||||
Total operating expenses |
| 4,795 |
|
|
| 3,258 |
|
|
| 9,178 |
|
|
| 6,472 |
| |||||||||||||||
(Loss) income from operations |
| (1,273 | ) |
|
| (390 | ) |
|
| (1,519 | ) |
|
| (140 | ) | |||||||||||||||
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Interest income |
| - |
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|
| 2 |
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|
| - |
|
|
| 3 |
| |||||||||||||||
Interest expense |
| (26,400 | ) |
|
| (60,400 | ) |
|
| (101,500 | ) |
|
| (77,500 | ) |
| (175 | ) |
|
| (74 | ) |
|
| (309 | ) |
|
| (78 | ) |
Income before income taxes |
| 2,138,300 |
|
|
| 1,019,100 |
|
|
| 5,330,500 |
|
|
| 1,711,400 |
| |||||||||||||||
Income tax expense |
| (663,500 | ) |
|
| (415,500 | ) |
|
| (1,899,300 | ) |
|
| (697,900 | ) | |||||||||||||||
Net income | $ | 1,474,800 |
|
| $ | 603,600 |
|
| $ | 3,431,200 |
|
| $ | 1,013,500 |
| |||||||||||||||
Income from distribution agreement termination |
| - |
|
|
| 350 |
|
|
| - |
|
|
| 350 |
| |||||||||||||||
(Loss) income before income taxes |
| (1,448 | ) |
|
| (112 | ) |
|
| (1,828 | ) |
|
| 135 |
| |||||||||||||||
Income tax benefit |
| 382 |
|
|
| 34 |
|
|
| 482 |
|
|
| 64 |
| |||||||||||||||
Net (loss) income | $ | (1,066 | ) |
| $ | (78 | ) |
| $ | (1,346 | ) |
| $ | 199 |
| |||||||||||||||
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Net income per common share |
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Net (loss) income per common share |
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Basic | $ | 0.12 |
|
| $ | 0.05 |
|
| $ | 0.29 |
|
| $ | 0.09 |
| $ | (0.08 | ) |
| $ | (0.01 | ) |
| $ | (0.11 | ) |
| $ | 0.02 |
|
Diluted | $ | 0.12 |
|
| $ | 0.05 |
|
| $ | 0.28 |
|
| $ | 0.08 |
| $ | (0.08 | ) |
| $ | (0.01 | ) |
| $ | (0.11 | ) |
| $ | 0.02 |
|
Weighted average shares outstanding: |
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| |||||||||||||||
Weighted average shares outstanding |
|
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|
|
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|
|
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|
|
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|
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| |||||||||||||||
Basic |
| 11,885,839 |
|
|
| 11,747,612 |
|
|
| 11,840,957 |
|
|
| 11,730,759 |
|
| 12,618 |
|
|
| 12,462 |
|
|
| 12,618 |
|
|
| 12,462 |
|
Diluted |
| 12,360,079 |
|
|
| 12,027,956 |
|
|
| 12,217,890 |
|
|
| 11,969,167 |
|
| 12,618 |
|
|
| 12,462 |
|
|
| 12,618 |
|
|
| 12,571 |
|
See accompanying notes to these Condensed Consolidated Financial Statements (Unaudited).
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except par value amounts)
| June 30, |
|
| December 31, |
| ||
| 2021 |
|
| 2020 |
| ||
|
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|
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Assets |
|
|
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|
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Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents | $ | 20 |
|
| $ | 5 |
|
Accounts receivable, net |
| 4,723 |
|
|
| 4,512 |
|
Inventories, net |
| 6,770 |
|
|
| 3,988 |
|
Income taxes receivable |
| 513 |
|
|
| 535 |
|
Prepaid expenses |
| 542 |
|
|
| 596 |
|
Other current assets |
| - |
|
|
| 112 |
|
Total current assets |
| 12,568 |
|
|
| 9,748 |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
| 12 |
|
|
| 18 |
|
Deferred tax asset |
| 1,287 |
|
|
| 784 |
|
Goodwill |
| 5,280 |
|
|
| 5,280 |
|
Intangible assets, net |
| 14,014 |
|
|
| 14,703 |
|
Operating lease right-of-use assets |
| 2,857 |
|
|
| 2,985 |
|
Other assets |
| 38 |
|
|
| 38 |
|
Total assets | $ | 36,056 |
|
| $ | 33,556 |
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
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|
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Current liabilities: |
|
|
|
|
|
|
|
Accounts payable | $ | 4,036 |
|
| $ | 1,799 |
|
Accrued expenses |
| 999 |
|
|
| 296 |
|
Current portion of long-term debt |
| 1,000 |
|
|
| 1,000 |
|
Operating lease liabilities, current portion |
| 245 |
|
|
| 249 |
|
Other current liabilities |
| 67 |
|
|
| 67 |
|
Total current liabilities |
| 6,347 |
|
|
| 3,411 |
|
|
|
|
|
|
|
|
|
Long-term debt, net of current portion and debt issuance costs |
| 5,451 |
|
|
| 4,521 |
|
Operating lease liabilities, net of current |
| 2,908 |
|
|
| 3,032 |
|
Other liabilities |
| 129 |
|
|
| 127 |
|
Total liabilities |
| 14,835 |
|
|
| 11,091 |
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
Preferred stock, no par value, authorized 20,000 shares; 0 shares issued and outstanding |
| - |
|
|
| - |
|
Common stock; $0.10 par value, authorized 50,000 shares; issued and outstanding 12,618 shares (2021) and 12,618 shares (2020) |
| 1,262 |
|
|
| 1,262 |
|
Capital in excess of par |
| 7,735 |
|
|
| 7,633 |
|
Retained earnings |
| 12,224 |
|
|
| 13,570 |
|
Total shareholders’ equity |
| 21,221 |
|
|
| 22,465 |
|
Total liabilities and shareholders’ equity | $ | 36,056 |
|
| $ | 33,556 |
|
See accompanying notes to these Condensed Consolidated Financial Statements (Unaudited).
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(in thousands)
| Common Stock |
|
|
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|
|
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|
|
|
|
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| |||||
| Shares |
|
| Amount |
|
| Capital in Excess of Par |
|
| Retained Earnings |
|
| Total |
| |||||
Balance, December 31, 2020 |
| 12,618 |
|
| $ | 1,262 |
|
| $ | 7,633 |
|
| $ | 13,570 |
|
| $ | 22,465 |
|
Stock-based compensation |
| - |
|
|
| - |
|
|
| 69 |
|
|
| - |
|
|
| 69 |
|
Net loss |
| - |
|
|
| - |
|
|
| - |
|
|
| (280 | ) |
|
| (280 | ) |
Balance, March 31, 2021 (Unaudited) |
| 12,618 |
|
|
| 1,262 |
|
|
| 7,702 |
|
|
| 13,290 |
|
|
| 22,254 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
| 33 |
|
|
|
|
|
|
| 33 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
| (1,066 | ) |
|
| (1,066 | ) |
Balance, June 30, 2021 (Unaudited) |
| 12,618 |
|
| $ | 1,262 |
|
| $ | 7,735 |
|
| $ | 12,224 |
|
| $ | 21,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
| 12,462 |
|
| $ | 1,246 |
|
| $ | 7,250 |
|
| $ | 15,121 |
|
| $ | 23,617 |
|
Stock-based compensation |
| - |
|
|
| - |
|
|
| 36 |
|
|
| - |
|
|
| 36 |
|
Net income |
| - |
|
|
| - |
|
|
| - |
|
|
| 277 |
|
|
| 277 |
|
Balance, March 31, 2020 (Unaudited) |
| 12,462 |
|
|
| 1,246 |
|
|
| 7,286 |
|
|
| 15,398 |
|
|
| 23,930 |
|
Stock-based compensation |
| - |
|
|
| - |
|
|
| 35 |
|
|
| - |
|
|
| 35 |
|
Net loss |
| - |
|
|
| - |
|
|
| - |
|
|
| (78 | ) |
|
| (78 | ) |
Balance, June 30, 2020 (Unaudited) |
| 12,462 |
|
| $ | 1,246 |
|
| $ | 7,321 |
|
| $ | 15,320 |
|
| $ | 23,887 |
|
See accompanying notes to these Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Balance SheetsSCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Scott’s Liquid Gold-Inc. & Subsidiaries
| September 30, |
|
| December 31, |
| ||
| 2017 |
|
| 2016 |
| ||
| (Unaudited) |
|
|
|
|
| |
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents | $ | 2,389,000 |
|
| $ | 2,097,300 |
|
Accounts receivable, net |
| 3,152,200 |
|
|
| 3,456,400 |
|
Inventories, net |
| 9,483,900 |
|
|
| 5,641,300 |
|
Income taxes receivable |
| - |
|
|
| 7,000 |
|
Prepaid expenses |
| 396,800 |
|
|
| 319,600 |
|
Total current assets |
| 15,421,900 |
|
|
| 11,521,600 |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
| 823,900 |
|
|
| 578,400 |
|
Deferred tax asset |
| 563,400 |
|
|
| 1,392,600 |
|
Goodwill |
| 1,520,600 |
|
|
| 1,520,600 |
|
Intangible assets, net |
| 6,303,600 |
|
|
| 6,769,100 |
|
Other assets |
| 49,100 |
|
|
| 51,000 |
|
Total assets | $ | 24,682,500 |
|
| $ | 21,833,300 |
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable | $ | 2,376,900 |
|
| $ | 1,939,400 |
|
Accrued expenses |
| 860,900 |
|
|
| 964,800 |
|
Income taxes payable |
| 197,300 |
|
|
| - |
|
Current maturities of long-term debt |
| 800,000 |
|
|
| 800,000 |
|
Total current liabilities |
| 4,235,100 |
|
|
| 3,704,200 |
|
|
|
|
|
|
|
|
|
Line-of-credit |
| - |
|
|
| 750,000 |
|
Long-term debt, net of current maturities and debt issuance costs |
| 556,100 |
|
|
| 1,137,300 |
|
Total liabilities |
| 4,791,200 |
|
|
| 5,591,500 |
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
Preferred stock, no par value, authorized 20,000,000 shares; no shares issued and outstanding |
| - |
|
|
| - |
|
Common stock; $0.10 par value, authorized 50,000,000 shares; issued and outstanding 11,885,839 shares (2017) and 11,749,589 shares (2016) |
| 1,188,600 |
|
|
| 1,175,000 |
|
Capital in excess of par |
| 6,382,500 |
|
|
| 6,177,800 |
|
Retained earnings |
| 12,320,200 |
|
|
| 8,889,000 |
|
Total shareholders’ equity |
| 19,891,300 |
|
|
| 16,241,800 |
|
Total liabilities and shareholders’ equity | $ | 24,682,500 |
|
| $ | 21,833,300 |
|
See accompanying notes to these Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Statements of Cash Flows (Unaudited)
Scott’s Liquid Gold-Inc. & Subsidiaries(in thousands)
| Nine Months Ended |
| |||||
| September 30, |
| |||||
| 2017 |
|
| 2016 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income | $ | 3,431,200 |
|
| $ | 1,013,500 |
|
Adjustment to reconcile net income to net cash provided (used) by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
| 591,400 |
|
|
| 264,900 |
|
Stock-based compensation |
| 183,500 |
|
|
| 189,500 |
|
Deferred income taxes |
| 829,200 |
|
|
| 649,600 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
| 304,200 |
|
|
| (2,774,700 | ) |
Inventories |
| (3,842,600 | ) |
|
| (305,500 | ) |
Prepaid expenses and other assets |
| (75,300 | ) |
|
| (54,200 | ) |
Income taxes payable (receivable) |
| 204,300 |
|
|
| (13,400 | ) |
Accounts payable and accrued expenses |
| 333,600 |
|
|
| 906,300 |
|
Total adjustments to net income |
| (1,471,700 | ) |
|
| (1,137,500 | ) |
Net cash provided (used) by operating activities |
| 1,959,500 |
|
|
| (124,000 | ) |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Cash paid for Acquisition |
| - |
|
|
| (9,000,000 | ) |
Purchase of property and equipment |
| (352,600 | ) |
|
| (223,600 | ) |
Net cash used by investing activities: |
| (352,600 | ) |
|
| (9,223,600 | ) |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Borrowing under line-of-credit |
| - |
|
|
| 3,694,100 |
|
Repayments under line-of-credit |
| (750,000 | ) |
|
| (1,794,100 | ) |
Proceeds from issuance of long-term debt |
| - |
|
|
| 2,400,000 |
|
Repayments of long-term debt |
| (600,000 | ) |
|
| (200,000 | ) |
Debt issuance costs |
| - |
|
|
| (75,200 | ) |
Proceeds from exercise of stock options |
| 34,800 |
|
|
| 30,500 |
|
Net cash (used) provided by financing activities: |
| (1,315,200 | ) |
|
| 4,055,300 |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
| 291,700 |
|
|
| (5,292,300 | ) |
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
| 2,097,300 |
|
|
| 7,165,100 |
|
Cash and cash equivalents, end of period | $ | 2,389,000 |
|
| $ | 1,872,800 |
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
Cash paid during the period for interest | $ | 101,500 |
|
| $ | 77,500 |
|
Cash paid during the period for income taxes | $ | 865,700 |
|
| $ | - |
|
| Six Months Ended |
| |||||
| June 30, |
| |||||
| 2021 |
|
| 2020 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net (loss) income | $ | (1,346 | ) |
| $ | 199 |
|
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
| 905 |
|
|
| 522 |
|
Stock-based compensation |
| 102 |
|
|
| 71 |
|
Deferred income taxes |
| (503 | ) |
|
| 65 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
| (211 | ) |
|
| 156 |
|
Inventories |
| (2,782 | ) |
|
| 2,905 |
|
Prepaid expenses and other assets |
| 166 |
|
|
| 42 |
|
Income taxes receivable |
| 22 |
|
|
| 322 |
|
Accounts payable, accrued expenses, and other liabilities |
| 2,942 |
|
|
| 296 |
|
Total adjustments to net (loss) income |
| 641 |
|
|
| 4,379 |
|
Net cash (used) provided by operating activities |
| (705 | ) |
|
| 4,578 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchase of software |
| (113 | ) |
|
| - |
|
Purchase of property and equipment |
| - |
|
|
| (17 | ) |
Proceeds from sale of property and equipment |
| - |
|
|
| 500 |
|
Cash paid for leasehold improvements |
| - |
|
|
| (247 | ) |
Reimbursement of leasehold improvements |
| - |
|
|
| 110 |
|
Net cash (used in) provided by investing activities |
| (113 | ) |
|
| 346 |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Proceeds from revolving credit facility |
| 19,517 |
|
|
| - |
|
Repayments of revolving credit facility |
| (18,184 | ) |
|
| - |
|
Repayments of term loan |
| (500 | ) |
|
| - |
|
Payments for debt issuance costs |
| - |
|
|
| (141 | ) |
Proceeds from PPP loan |
| - |
|
|
| 600 |
|
Repayment of PPP loan |
| - |
|
|
| (600 | ) |
Net cash provided by (used in) financing activities |
| 833 |
|
|
| (141 | ) |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
| 15 |
|
|
| 4,783 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
| 5 |
|
|
| 1,094 |
|
Cash and cash equivalents, end of period | $ | 20 |
|
| $ | 5,877 |
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
Cash paid during the period for interest | $ | 212 |
|
| $ | - |
|
Supplemental disclosure of non-cash activity:
In connection with the Company’s Acquisition (defined in Note 5) during the nine months ended September 30, 2016, the Company acquired $400,000 of inventory, intangible assets of $7,079,400, and goodwill of $1,520,600 for a total of $9,000,000.
See accompanying notes to these Condensed Consolidated Financial Statements (Unaudited).
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Scott’s Liquid Gold-Inc. & Subsidiaries(in thousands, except per share data)
Note 1. | Organization and Summary of Significant Accounting Policies |
(a) | Company Background |
Scott’s Liquid Gold-Inc. (a, a Colorado corporation)corporation was incorporated on February 15, 1954. Scott’s Liquid Gold-Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our,” or “us”) develop, manufacture, market and sell quality household and skin and hairpersonal care products. We are also a distributor in the United States of Montagne Jeunesse skin sachets and Batiste Dry Shampoopersonal care products manufactured by two other companies.another company. Our business is comprised of two segments,2 segments: household products and skin and hairpersonal care products.
(b) | Principles of Consolidation |
Our Condensed Consolidated Financial Statements (Unaudited) include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
(c) | Basis of Presentation |
The unaudited Condensed Consolidated Statements of Income,Operations, Condensed Consolidated Balance Sheets, and the Condensed Consolidated Statements of Cash Flows included in this Report have been prepared by the Company. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at SeptemberJune 30, 20172021 and results of operations and cash flows for all periods have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements (Unaudited) should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.2020. The results of operations for the period ended SeptemberJune 30, 20172021 are not necessarily indicative of the operating results for the full year.
(d) | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United StatesGAAP requires us to make estimates and assumptions that affect the reported amounts in our financial statements of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, the realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances, intangible asset useful lives and amortization method, fair value of assets acquired in business combinations, operating lease right-of-use assets and operating lease liabilities, and stock-based compensation. Actual results could differ from our estimates.
(e) | Cash Equivalents |
We consider all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.
|
|
On March 16, 2011, we entered into a financing agreement with Wells Fargo Bank, National Association (“Wells Fargo”) for the purpose of lowering the cost of borrowing associated with the financing of our accounts receivable. Pursuant to this agreement, we were able to sell accounts receivable from Wal-Mart Stores, Inc. (“Wal-Mart”) at a discount to Wells Fargo. On January 29, 2016 we terminated our agreement with Wells Fargo due to Wal-Mart changing its accounts payable policy.
During the nine months ended September 30, 2017(f)Inventories Valuation and 2016, we sold approximately $0 and $306,800, respectively, of our relevant accounts receivable to Wells Fargo for approximately $0 and $305,200, respectively. The difference between the invoiced amount of the receivable and the cash that we received from Wells Fargo is a cost to us. This cost is in lieu of any cash discount our customer would have been allowed and, thus, is treated in a manner consistent with standard trade discounts granted to our customers.Reserves
The reporting of the sale of accounts receivable to Wells Fargo is treated as a sale rather than as a secured borrowing. As a result, affected accounts receivable are relieved from the Company’s financial statements upon receipt of the cash proceeds.
|
|
Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or market.net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We record aestimate an inventory reserve, which is generally not material to our financial statements, for slow moving and obsolete products and raw materials. We estimate this reservematerials based upon, among other things, an assessment of historical and anticipated sales.sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted.
Inventories were comprised of the following at:
| September 30, 2017 |
|
| December 31, 2016 |
| June 30, 2021 |
|
| December 31, 2020 |
| ||||
Finished goods | $ | 7,364,900 |
|
| $ | 2,668,700 |
| $ | 6,213 |
|
| $ | 3,583 |
|
Raw materials |
| 2,133,600 |
|
|
| 3,035,000 |
|
| 1,303 |
|
|
| 1,281 |
|
Inventory reserve for obsolescence |
| (14,600 | ) |
|
| (62,400 | ) | |||||||
Impairment of inventories |
| (746 | ) |
|
| (876 | ) | |||||||
| $ | 9,483,900 |
|
| $ | 5,641,300 |
| $ | 6,770 |
|
| $ | 3,988 |
|
Our remaining raw materials balance is to be sold to contract manufacturing partners based on production demand.
| Property and Equipment |
Property and equipment are recorded at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to 20 years. Production equipment and production support equipment are estimated to have useful lives of 15 to 20 years and three to 10 years, respectively. Office furniture and office machines are estimated to have useful lives of 10 to 20 years and three to five years, respectively. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the asset or provide improved efficiency are capitalized.
| Leases |
Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.
Certain nonlease components, such as maintenance and other services provided by the lessor, are included in the valuation of the lease. Leases with an initial term of 12 months or less, which are not material to our financial statements, are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Lease agreements with lease and nonlease components are combined as a single lease component.
The Company evaluates reimbursable leasehold improvements based on whether improvements are indicative of a lessor or lessee asset. The Company concluded that all of its reimbursable leasehold improvement payments have qualified as lessor assets and, as such, have accounted for leasehold improvement payments as prepaid rent included in prepaid expenses on the condensed consolidated balance sheets.
(i) | Intangible Assets and Goodwill |
Intangible assets consist of customer relationships, trade names, formulas, and batching processes, internal-use software and a non-compete agreement. The fair value of the intangible assets is amortized over their estimated useful lives and range from a period of five to 15 years and are reviewed for impairment when changes in market circumstances occur and written down to fair value if impaired.
|
|
25 years. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired inacquired.
Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Acquisition discussed in Notes 5Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization is recorded straight-line over the estimated useful life of the software once the software is ready for its intended use. As of June 30, 2021, our internal-use software was not ready for its intended use. The estimated useful life for internal-use software will be determined and 6. periodically reassessed based on considerations for obsolescence, technology, competition, and other economic factors.
Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests, and in certain circumstances these assets are written down to fair value if impaired.
| Financial Instruments |
Financial instruments which potentially subject us to concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain our cash balances in the form of bank demand deposits with financial institutions that we believe are creditworthy. During the nine months ended September 30, 2017,Historically, we have maintained balances in various operating accounts in excess of federally insured limits. We establish an allowance for doubtful accounts, which is generally not material to our financial statements, based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have no0 significant financial instruments with off-balance sheet risk of accounting loss, such as foreign exchange contracts, option contracts or other foreign currency hedging arrangements.
The recorded amounts for cash and cash equivalents, receivables, other current assets, accounts payable, and accrued expenses and current maturities of long-term debt approximate fair value due to the short-term nature of these financial instruments. The recorded
(k) | Purchase Accounting for Acquisitions |
We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of long-term debt approximatesthe purchase price paid that is in excess of the estimated fair value andof the net assets acquired is estimated primarilyrecorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on current market rates for debt with similar termsestimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, remaining maturities. At September 30, 2017, we had long-term debt of $1,400,000 and no outstanding balance on our line-of-credit. At December 31, 2016 we had long-term debt of $2,000,000if there is a significant change, would record an adjustment to the contingent consideration liability and a $750,000 outstanding balance oncorresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow.
If actual results are not consistent with our line-of-credit.assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. If the contingent consideration paid for any of our acquisitions differs from the amount initially recorded, we would record either income or expense associated with the change in liability.
Income taxes reflect the tax effects of transactions reported in the financial statementsCondensed Consolidated Financial Statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is providedestablished 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.
Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no0 significant interest and penalties recognized in the Condensed Consolidated Statements of Income or accrued on the Condensed Consolidated Balance Sheets.
The effective tax rate for the ninesix months ended SeptemberJune 30, 20172021 and 20162020 was 35.6%26.4% and 40.8%(47.4%) respectively, which differscan differ from the statutory income tax rate due to permanent bookbook-to-tax differences. The Company continues to evaluate the realizability of the deferred tax asset, if the Company is not able to return to profitability or meet future forecasted goals, the Company may realize a valuation allowance in future periods.
On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax differences.depreciation methods for qualified improvement property. In particular, under the CARES Act, NOLs arising in 2018, 2019, and 2020 taxable years may be carried back to each of the preceding five years to generate a refund. The tax impact of the carryback of 2019 losses was recorded in the first quarter income tax provision. We are analyzing the different aspects of the CARES Act to determine whether any other provisions may impact us.
(m) | Revenue Recognition |
Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. In our case,When consideration is received in advance of the criteria generallydelivery of goods or services, a contract liability is recorded. Our revenue contracts are met when: (i) we have an arrangementidentified when purchase orders are received and accepted from customers and represent a single performance obligation to sell our products to a product; (ii) we have deliveredcustomer.
Net sales reflect the product in accordance with that arrangement; (iii) thetransaction prices for contracts, which include products shipped at selling list prices reduced by variable consideration. Variable consideration includes estimates for expected customer allowances, promotional programs for consumers, and sales pricereturns. Based on our customer-by-customer history, our variable consideration estimates are generally accurate and subsequent adjustments are generally immaterial.
Variable consideration is primarily comprised of the product is determinable; and (iv) we believe that we will be paid for the sale.
We establishcustomer allowances. Customer allowances primarily include reserves for customer returnstrade promotions to support price features, displays, slotting fees, and other merchandising of our products to our customers. Promotional programs for consumers primarily include coupons, rebates, and certain other promotional programs, and do not represent a significant portion of variable consideration. The costs of both customer allowances and promotional programs for consumers are estimated using either the expected value or most likely amount approach, depending on the nature of the allowance, using all reasonably available information, including our historical experience and current expectations. Customer allowances and promotional programs for consumers are reflected in the transaction price when sales are recorded. We may adjust our estimates based on actual results and consideration of other factors that cause allowances. We estimate these reservesIn the event that actual results differ from our estimates, the results of future periods may be impacted.
Sales returns are generally not material to our financial statements, and do not comprise a significant portion of variable consideration. Estimates for sales returns are based upon,on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These reservesestimates are established in the period of sale and reduce our revenue in that period.
Our reserve for customer allowances includes primarily reserves for trade promotions to support price features, displays, slotting fees and other merchandising of our products to our customers. The actual level of returns and customer allowances is influenced by several factors, includingSales are recorded at the promotional efforts of our customers, changes in mix of our customers, changes in the mixtime that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we sellconsider several indicators, including significant risks and rewards of products, our right to payment, and the maturitylegal title of the product. We may change our estimates basedproducts. Based on actual results and consideration of other factors that cause returns and allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted.
We also establish reserves for coupons, rebates and certain other promotional programs for consumers. We estimate these reserves based upon, among other things, an assessment of historical trends and currentcontrol indicators, sales activity. These reserves are recorded as a reduction of revenue at the later of the date at which the revenue isgenerally recognized or the date at which the sale incentive is offered.when products are delivered to customers.
We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted.
At September 30, 2017Customer allowances for trade promotions and December 31, 2016 approximately $831,400allowance for doubtful accounts are included in net accounts receivable on the condensed consolidated balance sheets and $1,184,700, respectively, had been reservedwere as a reduction of accounts receivable. Trade promotions to our customers and incentives such as coupons to our consumers are deducted from gross sales and totaled $1,854,100 and $1,584,500 for the nine months ended September 30, 2017 and 2016, respectively, and totaled $522,300 and $616,300 for the three months ended September 30, 2017 and 2016, respectively.follows at:
| 2021 |
|
| 2020 |
| ||
Trade promotions | $ | 1,648 |
|
| $ | 2,153 |
|
Allowance for doubtful accounts |
| 14 |
|
|
| 183 |
|
| $ | 1,662 |
|
| $ | 2,336 |
|
(n) | Advertising Costs |
AdvertisingWe expense advertising costs are expensed as incurred.
The Company accountsWe account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determinesWe determine the estimated grant-date fair value of stock options with only service conditions using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the
components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizesWe recognize compensation costs ratably over the vesting period using the straight-line method.method, which approximates the service period.
The Company issued restricted stock unit ("RSUs") awards with restrictions that lapse upon the passage of time (service vesting) and satisfaction of market conditions targeted to our Company’s stock price. For those restricted stock unit awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both market and service conditions, the Company starts recognizing compensation cost over the requisite service period, with the effect of the market conditions reflected in the calculation of the award's fair value at grant date. The Company values awards with only service vesting requirements based on the grant date share price. The Company values awards with market and service conditions using a Monte Carlo simulation. The Company determines the requisite service period for awards with both market and service conditions based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the average number of shares that would be issued based on the highest 30-day average market price during the reporting periods, if their effect is dilutive. If the condition is based on an average of market prices over some period of time, the corresponding average for the period is used.
(p) | Operating Costs and Expenses Classification |
Cost of sales includes costs associated with manufacturing and distribution including labor, materials, freight-in, purchasing and receiving, quality control, internal transfer costs, repairs, maintenance, and other indirect costs, as well as warehousing and distribution costs. We classify shipping and handling costs comprised primarily of freight-out as selling expenses. Other selling expenses consist primarily of wages and benefitscosts for sales and sales support personnel, travel, brokerage commissions, and promotional costs. Freight-out costs as well as certain other indirect costs. Shippingincluded in selling expenses totaled $969 and handling costs totaled $1,864,400 and $1,149,600 for the nine months ended September 30, 2017 and 2016, respectively, and totaled $611,200 and $439,000$619 for the three months ended SeptemberJune 30, 20172021 and 2016,2020, respectively, and totaled $2,026 and $1,306 for the six months ended June 30, 2021 and 2020, respectively.
General and administrative expenses consist primarily of wages and benefits associated with management and administrative support departments, business insurance costs, professional fees, office facility related expenses, and other general support costs.
On April 29, 2021, the Company announced that Mark E. Goldstein, the President and Chief Executive Officer of the Company and a member of the Board of Directors, retired effective as of April 26, 2021. In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a Separation Agreement, Waiver and Release (the “Separation Agreement”), pursuant to which the Company will pay Mr. Goldstein $720 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. Severance costs of $805 were recognized in the second quarter of 2021 and are included in general and administrative expenses for the six months ended June 30, 2021. Accrued severance costs are included in accrued expenses on the Condensed Consolidated Balance Sheets as of June 30, 2021.
(q) | Recently Issued Accounting Standards |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). This guidance, as amended by subsequent ASUs on the topic, outlines a comprehensive model for determining revenue recognition for contracts with customers, which replaces numerous industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. This guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts and customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The new guidance is effective for reporting periods beginning after December 15, 2017, and early adoption is permitted. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of the adoption. We have substantially completed our assessment of the new guidance and continue to make progress on its implementation. We plan to adopt the new guidance on January 1, 2018, on a “full retrospective” basis. Currently, we believe that the new guidance is not expected to have a material impact on our financial statements and we are currently assessing the need for expanded financial disclosures, if any.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Payments” (“ASU 2016-15”), which provides guidance on eight specific cash flow issues with the objective of reducing diversity in practice. Application of ASU 2016-15, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2017. Early adoption is permitted. ASU 2016-15 is not expected to have a material impact on our financial statements.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides a more defined framework to use in determining when a set of assets and activities is a business. ASU 2017-01 also provides greater consistency in applying the guidance, making the definition of a business more operable. ASU 2017-01 is effective for public companies for annual periods, including interim periods, beginning after December 15, 2017. ASU 2017-01 is not expected to have a material impact on our financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. ASU 2017-09 is effective for public companies for annual periods, including interim periods, beginning after December 15, 2017, with early adoption permitted. ASU 2017-09 is not expected to have a material impact on our financial statements.
In February 2016,2019, the FASB issued ASU No. 2016-02, 2019-12, “LeasesIncome Taxes (Topic 842)740): Simplifying the Accounting for Income Taxes” (“ASU 2016-02”2019-12”), which requires a lessee. The new guidance simplifies the accounting for income taxes by removing certain exceptions to record a right-of-use assetthe general principles in Topic 740. The amendments also improve consistent application of and a lease liability onsimplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public companies, the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognitionamendments in the income statement.this ASU 2016-02 isare effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We anticipate that most of our operating leases will result in recognition of additional assets and the corresponding liabilities on the Consolidated Balance Sheets. We have not determined the amount of these transactions or the final impact to our earnings as the actual impact will depend on the Company’s lease portfolio at the time of adoption.
In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). ASU 2016-13 is not expected2021, with early adoption permitted. An entity that elects to have a materialearly adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. We continue to assess the impact on our financial statements.of this guidance.
In January 2017,March 2020, the FASB issued ASU 2017-04, “SimplifyingNo. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the TestEffects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The purpose of ASU 2020-04 is to provide optional expedients and exceptions for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifiesapplying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance primarily provides temporary optional expedients which simplify the accounting for goodwill impairment by elimination ofcontract modifications to existing debt agreements expected to arise from the Step 2 requirementmarket transition from LIBOR to calculate the implied fair value of goodwill. Instead, if a reporting unit’s carrying amount exceeds its fair value, an impairment charge will be recorded based on that difference.alternative reference rates. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit.amendments in ASU 2017-04 will be applied prospectively and is2020-04 are effective for impairment tests performed afterall entities as of March 12, 2020 through December 15, 2019, with early adoption permitted.31, 2022. An entity may elect to apply amendments prospectively through December 31, 2022. The optional expedients were available to be used upon issuance of this guidance but we have not yet applied the guidance because we have not yet modified any of our existing contracts for reference rate reform. The Company is currently assessing the impact of ASU 2017-04 is not expected to have a material impact2020-04 on our financial statements.Condensed Consolidated Financial Statements.
Note 2. | Stock-Based Compensation |
During the ninesix months ended SeptemberJune 30, 2017,2021 and 2020, respectively, we granted: (i)did 0t grant any options to acquire 16,560 shares of our common stock to employees at prices ranging between $1.80 and $2.25 per share; and (ii) options to acquire 30,000 shares of our commonor any restricted stock to a non-employee board member at a price of $2.25 per share. Duringunits. NaN restricted stock units vested during the ninesix months ended SeptemberJune 30, 2016, we granted options to acquire 3,000 shares of our common stock to an employee at a price of $1.20 per share.
The weighted average fair market value of the options granted in the nine months ended September 30, 2017 and 2016 was estimated on the date of grant, using a Black-Scholes option pricing model with the following assumptions:
| September 30, 2017 |
|
| September 30, 2016 | |
Expected life of options (using the “simplified” method) | 4 years |
|
| 6 years | |
Average risk-free interest rate |
| 1.44% |
|
| 1.50% |
Average expected volatility of stock |
| 78% |
|
| 134% |
Expected dividend rate | None |
|
| None | |
Fair value of options granted | $55,100 |
|
| $3,488 |
2021.
Compensation cost related to stock options recognized in operating results (included in generaltotaled $32 and administrative expenses) totaled $183,500 and $189,500$40 in the ninesix months ended SeptemberJune 30, 20172021 and 2016, respectively, and totaled $71,500 and $61,600 in the three months ended September 30, 2017 and 2016,2020, respectively. Approximately $495,000$55 of total unrecognized compensation costs related to non-vested stock options is expected to be recognized over the next 12-60 months,two years, depending on the vesting provisions of the options. There was no0 tax benefit from recording the non-cash expense as it relates to the options granted to employees, as these were qualified stock options which are not normally tax deductible.
In 2005, we adopted a stock option planCompensation cost related to RSUs totaled $70 and $31 for our employees, officersthe six months ended June 30, 2021 and directors (the “2005 Plan”). In 2015, we adopted a stock option plan for our employees, officers and directors (the “2015 Plan”)2020, respectively. Approximately $181 of total unrecognized compensation costs related to replace the 2005 Plan, which expirednon-vested RSUs is expected to be recognized ratably until on March 31, 2015.
Activity under our two stock option plans is as follows:or around November 14, 2022.
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life |
| Aggregate Intrinsic Value |
| |||
2005 Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2016 |
| 628,313 |
|
| $ | 0.63 |
|
| 3.8 years |
| $ | 510,000 |
|
Granted |
| - |
|
|
|
|
|
|
|
|
|
|
|
Exercised |
| (136,250 | ) |
|
|
|
|
|
|
|
|
|
|
Cancelled/Expired |
| - |
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2017 |
| 492,063 |
|
| $ | 0.73 |
|
| 4.0 years |
| $ | 865,300 |
|
Exercisable, September 30, 2017 |
| 378,158 |
|
| $ | 0.69 |
|
| 3.3 years |
| $ | 679,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2016 |
| 787,615 |
|
| $ | 1.27 |
|
| 7.2 years |
| $ | 136,000 |
|
Granted |
| 46,560 |
|
|
|
|
|
|
|
|
|
|
|
Exercised |
| - |
|
|
|
|
|
|
|
|
|
|
|
Cancelled/Expired |
| (49,491 | ) |
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2017 |
| 784,684 |
|
| $ | 1.32 |
|
| 6.6 years |
| $ | 916,500 |
|
Exercisable, September 30, 2017 |
| 380,205 |
|
| $ | 1.31 |
|
| 6.2 years |
| $ | 449,200 |
|
Note 3. | Earnings per Share |
Per share data is determined by using the weighted average number of common shares outstanding. Common equivalent shares are considered only for diluted earnings per share, unless considered anti-dilutive. Common equivalent shares, determined using the treasury stock method, result from stock options with exercise prices that are below the average market price of the common stock.
Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential of securities that could share in our earnings.
A reconciliation of the weighted average number of common shares outstanding (in thousands) is as follows:follows. The dilutive effect of stock options and RSUs are excluded for periods in which the Company has a net loss because the impact is anti-dilutive.
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||||||
Common shares outstanding, beginning of the period |
| 11,885,839 |
|
|
| 11,742,329 |
|
|
| 11,749,589 |
|
|
| 11,710,745 |
|
| 12,618 |
|
|
| 12,462 |
|
|
| 12,618 |
|
|
| 12,462 |
|
Weighted average common shares issued |
| - |
|
|
| 5,283 |
|
|
| 91,368 |
|
|
| 20,014 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Weighted average number of common shares outstanding |
| 11,885,839 |
|
|
| 11,747,612 |
|
|
| 11,840,957 |
|
|
| 11,730,759 |
|
| 12,618 |
|
|
| 12,462 |
|
|
| 12,618 |
|
|
| 12,462 |
|
Dilutive effect of common share equivalents |
| 474,240 |
|
|
| 280,344 |
|
|
| 376,933 |
|
|
| 238,408 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 109 |
|
Diluted weighted average number of common shares outstanding |
| 12,360,079 |
|
|
| 12,027,956 |
|
|
| 12,217,890 |
|
|
| 11,969,167 |
|
| 12,618 |
|
|
| 12,462 |
|
|
| 12,618 |
|
|
| 12,571 |
|
Common stock equivalents (in thousands) that have been excluded from the calculation of earnings per share because they would have been anti-dilutive:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Stock options |
| 46,600 |
|
|
| 579,500 |
|
|
| 89,100 |
|
|
| 659,000 |
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Stock options |
| 15 |
|
|
| 258 |
|
|
| 15 |
|
|
| 258 |
|
We operate in two2 different segments: household products and skin and hairpersonal care products. Our products are sold nationally and internationally (primarily Canada), directly through our sales force and indirectly through independent brokers and manufacturer’s representatives, to mass merchandisers, drugstores, supermarkets, hardware stores, e-commerce retailers, and other retail outlets and to wholesale distributors. We have chosen to organize our business around these segments based on differences in the products sold.
Accounting policies for our segments are the same as those described in Note 1. We evaluate segment performance based on segment income or loss before income taxes.from operations.
The following provides information on our segments for the three and ninesix months ended SeptemberJune 30:
| Three Months Ended September 30, |
| |||||||||||||
| 2017 |
|
| 2016 |
| ||||||||||
| Household Products |
|
| Skin and Hair Care Products |
|
| Household Products |
|
| Skin and Hair Care Products |
| ||||
Net sales | $ | 1,409,000 |
|
| $ | 8,931,600 |
|
| $ | 1,453,400 |
|
| $ | 8,483,500 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
| 661,600 |
|
|
| 4,758,400 |
|
|
| 690,000 |
|
|
| 5,140,600 |
|
Advertising expenses |
| 37,700 |
|
|
| 72,100 |
|
|
| 10,300 |
|
|
| 81,400 |
|
Selling expenses |
| 332,000 |
|
|
| 1,251,400 |
|
|
| 276,800 |
|
|
| 1,440,500 |
|
General and administrative expenses |
| 367,200 |
|
|
| 695,500 |
|
|
| 328,900 |
|
|
| 889,900 |
|
Total operating costs and expenses |
| 1,398,500 |
|
|
| 6,777,400 |
|
|
| 1,306,000 |
|
|
| 7,552,400 |
|
Income from operations |
| 10,500 |
|
|
| 2,154,200 |
|
|
| 147,400 |
|
|
| 931,100 |
|
Other (expense) income |
| - |
|
|
| - |
|
|
| (1,100 | ) |
|
| 2,100 |
|
Interest expense |
| - |
|
|
| (26,400 | ) |
|
| - |
|
|
| (60,400 | ) |
Income before income taxes | $ | 10,500 |
|
| $ | 2,127,800 |
|
| $ | 146,300 |
|
| $ | 872,800 |
|
| Nine Months Ended September 30, |
| |||||||||||||
| 2017 |
|
| 2016 |
| ||||||||||
| Household Products |
|
| Skin and Hair Care Products |
|
| Household Products |
|
| Skin and Hair Care Products |
| ||||
Net sales | $ | 4,189,400 |
|
| $ | 26,467,600 |
|
| $ | 4,490,300 |
|
| $ | 19,784,500 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
| 2,010,600 |
|
|
| 14,638,400 |
|
|
| 2,148,500 |
|
|
| 11,306,100 |
|
Advertising expenses |
| 353,900 |
|
|
| 177,200 |
|
|
| 889,100 |
|
|
| 537,500 |
|
Selling expenses |
| 977,000 |
|
|
| 3,901,600 |
|
|
| 1,118,400 |
|
|
| 3,065,900 |
|
General and administrative expenses |
| 1,046,400 |
|
|
| 2,119,900 |
|
|
| 1,136,900 |
|
|
| 2,296,100 |
|
Total operating costs and expenses |
| 4,387,900 |
|
|
| 20,837,100 |
|
|
| 5,292,900 |
|
|
| 17,205,600 |
|
(Loss) income from operations |
| (198,500 | ) |
|
| 5,630,500 |
|
|
| (802,600 | ) |
|
| 2,578,900 |
|
Other income |
| - |
|
|
| - |
|
|
| 2,300 |
|
|
| 10,300 |
|
Interest expense |
| - |
|
|
| (101,500 | ) |
|
| (3,500 | ) |
|
| (74,000 | ) |
(Loss) income before income taxes | $ | (198,500 | ) |
| $ | 5,529,000 |
|
| $ | (803,800 | ) |
| $ | 2,515,200 |
|
The following is a reconciliation of segment information to consolidated information:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| Three Months Ended June 30, 2021 |
| |||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| Household Products |
|
| Personal Care Products |
|
| Total |
| |||||||
Net sales | $ | 10,340,600 |
|
| $ | 9,936,900 |
|
| $ | 30,657,000 |
|
| $ | 24,274,800 |
| $ | 3,754 |
|
| $ | 4,697 |
|
| $ | 8,451 |
|
Consolidated income before income taxes | $ | 2,138,300 |
|
| $ | 1,019,100 |
|
| $ | 5,330,500 |
|
| $ | 1,711,400 |
| |||||||||||
(Loss) Income from operations |
| (972 | ) |
|
| (301 | ) |
|
| (1,273 | ) | |||||||||||||||
Capital and intangible asset expenditures |
| 114 |
|
|
| - |
|
|
| 114 |
| |||||||||||||||
Depreciation and amortization |
| 297 |
|
|
| 155 |
|
|
| 452 |
|
| September 30, 2017 |
|
| December 31, 2016 |
| ||
Assets: |
|
|
|
|
|
|
|
Household Products | $ | 2,133,600 |
|
| $ | 1,850,000 |
|
Skin and Haircare Products |
| 21,883,700 |
|
|
| 18,371,500 |
|
Corporate |
| 665,200 |
|
|
| 1,611,800 |
|
Consolidated | $ | 24,682,500 |
|
| $ | 21,833,300 |
|
| Three Months Ended June 30, 2020 |
| |||||||||
| Household Products |
|
| Personal Care Products |
|
| Total |
| |||
Net sales | $ | 2,272 |
|
| $ | 3,811 |
|
| $ | 6,083 |
|
Income from operations |
| 202 |
|
|
| (592 | ) |
|
| (390 | ) |
Depreciation and amortization |
| 137 |
|
|
| 156 |
|
|
| 293 |
|
| Six Months Ended June 30, 2021 |
| |||||||||
| Household Products |
|
| Personal Care Products |
|
| Total |
| |||
Net sales | $ | 8,199 |
|
| $ | 9,685 |
|
| $ | 17,884 |
|
(Loss) Income from operations |
| (1,465 | ) |
|
| (54 | ) |
|
| (1,519 | ) |
Capital and intangible asset expenditures |
| 114 |
|
|
| - |
|
|
| 114 |
|
Depreciation and amortization |
| 595 |
|
|
| 310 |
|
|
| 905 |
|
Corporate assets noted above are comprised primarily of our deferred tax assets and property and equipment not directly associated with our manufacturing, warehousing, shipping and receiving activities.
| Six Months Ended June 30, 2020 |
| |||||||||
| Household Products |
|
| Personal Care Products |
|
| Total |
| |||
Net sales | $ | 4,404 |
|
| $ | 9,533 |
|
| $ | 13,937 |
|
(Loss) Income from operations |
| 253 |
|
|
| (393 | ) |
|
| (140 | ) |
Capital and intangible asset expenditures |
| 17 |
|
|
| - |
|
|
| 17 |
|
Depreciation and amortization |
| 209 |
|
|
| 313 |
|
|
| 522 |
|
Note 5. | Acquisition |
On June 30, 2016, Neoteric Cosmetics, Inc. (“Neoteric”), a wholly-owned subsidiary of the Company,25, 2020, we entered into an Asset Purchase Agreement (the “Purchase“CR Brands Purchase Agreement”) with Ultimark Products,CR Brands, Inc., a Delaware corporation (“Ultimark”CR Brands”), and consummated the transaction contemplated thereby (the “Acquisition”Sweep Acquisition Company, a Delaware corporation (“Sweep” and together with CR Brands, “Sellers”), pursuant to which Neoteric purchasedwe agreed to purchase from UltimarkSellers substantially all intellectual propertyof the assets, properties, rights and certain related assets owned by Ultimark as well as inventoryinterests of finished goods owned by Ultimark andSellers primarily used in connection with the manufacture, salebusiness of designing, formulating, marketing and distribution of the Prell®, Denorex®, and Zincon® brands of hair and scalpselling laundry care products (collectively,to retail and wholesale customers under the “Brands”BIZ® and Dryel® brand names. The transactions contemplated by the CR Brands Purchase Agreement were consummated on July 1, 2020 (the “CR Brands Acquisition”).The Company concluded that the CR Brands Acquisition qualified as a business combination under ASC 805. The total cash consideration Neoteric paid for the CR Brands Acquisition was approximately $9.0 million, plus$10,529. The CR Brands Acquisition included contingent consideration we valued at $35.
Financial information associated with the assumption by NeotericCR Brands Acquisition is part of certain specific liabilitiesour household segment.
(a) | Purchase Price Allocation |
The following summarizes the aggregate fair values of Ultimark relatedthe assets acquired as part of the CR Brands Acquisition:
Inventories | $ | 1,279 |
|
Intangible assets |
| 7,235 |
|
Goodwill |
| 2,050 |
|
Total assets acquired | $ | 10,564 |
|
Intangible assets for the CR Brands Acquisition consist of the following:
| Intangible Assets |
|
| Useful Life |
| ||
Customer relationships | $ | 4,500 |
|
|
| 9 years |
|
Trade names |
| 1,780 |
|
|
| 20 years |
|
Formulas and batching processes |
| 930 |
|
|
| 8 years |
|
Non-compete |
| 25 |
|
|
| 5 years |
|
| $ | 7,235 |
|
|
|
|
|
In addition to the performanceassets described above, the Company recorded a $35 liability associated with contingent consideration for the CR Brands Acquisition, which is presented in other liabilities on the consolidated balance sheets.
(b) | Pro Forma Results of Operations (Unaudited) |
The following tables summarize selected unaudited pro forma condensed consolidated statements of certain purchase ordersoperations data for the three and contracts followingsix months ended June 30, 2016.2020, as if the CR Brands Acquisition had been completed on January 1, 2020.
| Three Months Ended June 30, 2020 |
|
| Six Months Ended June 30, 2020 |
| ||
Net sales | $ | 8,752 |
|
| $ | 19,274 |
|
Net income |
| 110 |
|
|
| 574 |
|
This selected unaudited pro forma condensed consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the CR Brands Acquisition had been completed on that date. Moreover, this information does not indicate what our future operating results will be. The information for 2020 prior to the CR Brands Acquisition is based on prior accounting records maintained by CR Brands. In some cases, CR Brands’ accounting policies may differ materially from accounting policies adopted by the Company following the CR Brands Acquisition.
The pro forma amounts above reflect the application of accounting policies and adjustment of the results of the CR Brands Acquisition to reflect: (1) the additional amortization that would have been charged to the acquired intangible assets; (2) additional interest expense relating to the borrowings on our Chase line of credit and UMB term loan and revolving credit facility, respectively; and (3) the tax impacts.
Note 6. | Goodwill and Intangible Assets |
IntangibleGoodwill and intangible assets, which are related to our acquisition of our Prell®, Denorex®, Kids N Pets®, BIZ® and Dryel®brands, consisted of the following:
| As of September 30, 2017 |
|
| As of December 31, 2016 |
| ||||||||||||||||||
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
|
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
| ||||||
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships | $ | 4,022,100 |
|
| $ | 502,800 |
|
| $ | 3,519,300 |
|
| $ | 4,022,100 |
|
| $ | 201,100 |
|
| $ | 3,821,000 |
|
Trade names |
| 2,362,400 |
|
|
| 196,800 |
|
|
| 2,165,600 |
|
|
| 2,362,400 |
|
|
| 78,700 |
|
|
| 2,283,700 |
|
Formulas and batching processes |
| 668,600 |
|
|
| 69,800 |
|
|
| 598,800 |
|
|
| 668,600 |
|
|
| 27,900 |
|
|
| 640,700 |
|
Non-compete agreement |
| 26,300 |
|
|
| 6,400 |
|
|
| 19,900 |
|
|
| 26,300 |
|
|
| 2,600 |
|
|
| 23,700 |
|
|
| 7,079,400 |
|
|
| 775,800 |
|
|
| 6,303,600 |
|
|
| 7,079,400 |
|
|
| 310,300 |
|
|
| 6,769,100 |
|
Goodwill |
|
|
|
|
|
|
|
|
| 1,520,600 |
|
|
|
|
|
|
|
|
|
|
| 1,520,600 |
|
Total intangible assets |
|
|
|
|
|
|
|
| $ | 7,824,200 |
|
|
|
|
|
|
|
|
|
| $ | 8,289,700 |
|
| As of June 30, 2021 |
|
| As of December 31, 2020 |
| ||||||||||||||||||
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
|
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Value |
| ||||||
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships | $ | 10,852 |
|
| $ | 2,842 |
|
| $ | 8,010 |
|
| $ | 10,852 |
|
| $ | 2,296 |
|
| $ | 8,556 |
|
Trade names |
| 5,022 |
|
|
| 956 |
|
|
| 4,066 |
|
|
| 5,022 |
|
|
| 810 |
|
|
| 4,212 |
|
Formulas and batching processes |
| 1,969 |
|
|
| 461 |
|
|
| 1,508 |
|
|
| 1,969 |
|
|
| 356 |
|
|
| 1,613 |
|
Internal-use software (not placed in service) |
| 399 |
|
|
| - |
|
|
| 399 |
|
|
| 286 |
|
|
| - |
|
|
| 286 |
|
Non-compete agreement |
| 66 |
|
|
| 35 |
|
|
| 31 |
|
|
| 66 |
|
|
| 30 |
|
|
| 36 |
|
|
| 18,308 |
|
|
| 4,294 |
|
|
| 14,014 |
|
|
| 18,195 |
|
|
| 3,492 |
|
|
| 14,703 |
|
Goodwill |
|
|
|
|
|
|
|
|
| 5,280 |
|
|
|
|
|
|
|
|
|
|
| 5,280 |
|
Total intangible assets |
|
|
|
|
|
|
|
| $ | 19,294 |
|
|
|
|
|
|
|
|
|
| $ | 19,983 |
|
The amortizationAmortization expense for the three and nine months ended SeptemberJune 30, 20172021 and 2020 was $155,100$401 and $465,500,$224, respectively. Amortization expense for the three and ninesix months ended SeptemberJune 30, 20162021 and 2020 was $155,200.$802 and $448, respectively.
Estimated amortization expense for 20172021 and subsequent years is as follows:
2017 (remaining) | $ | 155,200 |
|
2018 |
| 620,700 |
|
2019 |
| 620,700 |
|
2020 |
| 620,700 |
|
2021 |
| 617,600 |
|
Thereafter |
| 3,668,700 |
|
Total | $ | 6,303,600 |
|
Remainder of 2021 |
| 802 |
|
2022 |
| 1,601 |
|
2023 |
| 1,601 |
|
2024 |
| 1,600 |
|
2025 |
| 1,595 |
|
Thereafter |
| 6,416 |
|
Total | $ | 13,615 |
|
On July 1, 2020, we entered into a Loan and Security Agreement, as amended (the “Loan Agreement”) with UMB Bank, N.A. (“UMB”) and we terminated our Credit Agreement, dated June 30, 2016, Neoteric and the Company, as borrowers, entered into the Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“Chase”), as lender, pursuant to which Chase provided(as amended, the “Prior Credit Agreement”). Under the Loan Agreement we obtained a $3,000 term loan, and a revolving credit facility that was used to finance a portion of the Acquisition and for the Company’s general corporate purposes and working capital. The term loan amount is $2.4 million with quarterlyequal monthly payments fully amortized over three years, and interest of: (i)at the LIBOLIBOR Rate + 3.75%; or (ii)4.50% with a floor of 5.50%, and a revolving credit facility, with a maximum commitment of $7,000 with interest at the PrimeLIBOR Rate + 1.00%3.75%, with a floor of the one month LIBO Rate + 2.5%. At September 30, 2017, our rate was 4.98%. The revolving credit facility amount is $4 million with interest of: (i) the LIBO Rate + 3.00%; or (ii) the Prime Rate + 0.25%, with a floor of the one month LIBO Rate + 2.5%. At September 30, 2017, our rate was 4.23%4.75%. The revolving credit facility will terminate on June 30, 2019 or anyJuly 1, 2023, unless terminated earlier date on which the revolving commitment is otherwise terminated pursuant to the Credit Agreement. Under the Credit Agreement we are obligated to pay quarterly an unused commitment fee equal to 0.5% per annum on the daily amountterms of the undrawn portion of the revolving line-of-credit.Loan Agreement. The loans are collateralizedsecured by all of the assets of the Company and all of its subsidiaries.
The CreditLoan Agreement requires among other things, that beginning on December 31, 2016compliance with affirmative, negative, and subsequentlyfinancial covenants, as determined on a quarterly basis, the Company maintain a Debt Service Coverage Ratio of no less than 1.25 to 1.0 and a Funded Indebtedness to Adjusted EBITDA Ratio of no greater than 3.0 to 1.0.monthly basis. The CreditLoan Agreement also contains covenants typical of transactions of this type, including among others, limitations on the Company’sour ability to: create, incur or assume any indebtedness or lien on Companyour assets; pay dividends or make other distributions; redeem, retire or acquire the Company’s outstanding common stock, options, warrants or other rights; make fundamental changes to the Company’sour corporate structure or business; make investments or asset sales;sell assets; or engage in certain other activities as set forth in the CreditLoan Agreement.
On August 13, 2021, we entered into the Third Amendment to the Loan and Security Agreement (“Third Amendment”), effective May 1, 2021, which, among other things, amends our tangible net worth and cumulative cash flow after debt service requirements, as well as the timing in which the minimum fixed charge coverage ratio is applicable.
The Company was in compliance with the Loan Agreement financial covenants in the Credit Agreement as of SeptemberJune 30, 20172021.
As of June 30, 2021, our term loan and December 31, 2016. Capitalizedrevolving credit facility had an outstanding balance of $2,083 and $4,755, respectively, with an all-in interest rate of 6.75% and 7.50%, respectively. Unamortized loan costs were $387 as of June 30, 2021.
As of June 30, 2021, the total principal payments due on our outstanding debt were as follows:
| Revolving Credit Facility |
|
| Term Loan |
|
| Total |
| |||
Remainder of 2021 | $ | - |
|
| $ | 500 |
|
| $ | 500 |
|
2022 |
| - |
|
|
| 1,000 |
|
|
| 1,000 |
|
2023 |
| 4,755 |
|
|
| 583 |
|
|
| 5,338 |
|
Total minimum principal payments | $ | 4,755 |
|
| $ | 2,083 |
|
| $ | 6,838 |
|
Note 8. | Leases |
We have entered into leases for our corporate headquarters and office equipment with remaining lease terms used butup to 10 years. Some of these leases include both lease and nonlease components, which are accounted for as a single lease component as we have elected the practical expedient to combine these components for all leases. As most of the leases do not defined shallprovide an implicit rate, we calculated the right-of-use assets and lease liabilities using our secured incremental borrowing rate at the lease commencement date. We currently do not have any finance leases outstanding.
On March 11, 2020, we executed an office lease for a new corporate headquarters. As of that date, we had the meanings provided inright to control the Credit Agreement.use of the asset, which qualified as an operating lease. There were no initial direct costs associated with our new office lease and our deposit is fully refundable.
Maturities of long-term debt
Information related to leases was as follows:
| Three Months Ended June 30, 2021 |
|
| Six Months Ended June 30, 2021 |
| ||
Operating lease information: |
|
|
|
|
|
|
|
Operating lease cost | $ | 105 |
|
| $ | 210 |
|
Operating cash flows from operating leases |
| 105 |
|
| $ | 210 |
|
Net assets obtained in exchange for new operating lease liabilities |
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term in years |
| 9.40 |
|
|
| 9.40 |
|
Weighted average discount rate |
| 5.1 | % |
|
| 5.1 | % |
Future minimum annual lease payments are as follows as of September 30, 2017:follows:
2017 (remaining) | $ | 200,000 |
|
2018 |
| 800,000 |
|
2019 |
| 400,000 |
|
|
| 1,400,000 |
|
Less unamortized debt issuance costs |
| (43,900 | ) |
Total | $ | 1,356,100 |
|
Remainder of 2021 | $ | 206 |
|
2022 |
| 399 |
|
2023 |
| 406 |
|
2024 |
| 413 |
|
2025 |
| 420 |
|
Thereafter |
| 2,166 |
|
Total minimum lease payments | $ | 4,010 |
|
Less imputed interest |
| (857 | ) |
|
|
|
|
Total operating lease liability | $ | 3,153 |
|
Debt issuance costs recognized as a component of interest expense for the three and nine months ended September 30, 2017 were $6,300 and $18,800, respectively. Debt issuance costs recognized as a component of interest expense for the three and nine months ended September 30, 2016 were $6,200. These costs are amortized using the effective interest method over the term of the loan.Note 9.Subsequent Events
On August 13, 2021, we entered into the Third Amendment to the Loan and Security Agreement, effective May 1, 2021.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our should be read in conjunction with the Company’s consolidated net salesfinancial statements in our Annual Report on Form 10-K for the first nine monthsyear ended September 30, 2017 were $30,657,000 versus $24,274,800December 31, 2020. This Item 2 contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please refer to "Item 1A. Risk Factors" in this Report and in our Annual Report on Form 10-K for the first nine monthsyear ended September 30, 2016, an increaseDecember 31, 2020 for a discussion of $6,382,200 or 26.3%.the uncertainties, risks and assumptions associated with these statements.
Executive Overview
Our Business
Scott’s Liquid Gold-Inc. exists to positively impact consumers’ lives in the markets we serve while creating shareholder value. We saw a 76.5% increase in net sales of our own lines of skindevelop, market, and hairsell high-quality, high-value household and personal care products nationally and a 17.4% increase in net sales of the skininternationally to mass merchandisers, drugstores, supermarkets, hardware stores, e-commerce retailers, other retail outlets, and hair care products that we distribute for other companies. We saw a 6.7% decrease in net sales of our household products. The reasons for the foregoing changes in net sales are described below.
Our consolidated net sales for the three months ended September 30, 2017 were $10,340,600 versus $9,936,900 for the three months ended September 30, 2016, an increase of $403,700 or 4.1%. We saw a 37.5% increase in net sales of our own line of skin care products and an 11.0% decrease in net sales of the skin and hair care products that we distribute for other companies. We saw a 3.1% decrease in net sales of our household products. The reasons for the foregoing changes in net sales are described below.
Our net income for the first nine months ended September 30, 2017 was $3,431,200 versus net income of $1,013,500 in the first nine months ended September 30, 2016. Our net income for the third quarter of 2017 was $1,474,800 versus net income of $603,600 in the third quarter of 2016. The increase in net income for the first nine months ended September 30, 2017 compared to the net income for the same period in 2016 resulted primarily from: (1) increased sales as a result of the Acquisition and further growth of the skin and hair care products that we distribute; (2) an increase in the sales of Alpha® Skin Care products; and (3) the incurrence of professional fees in the first nine months of 2016 related to the Acquisition. These increases were offset in part by an increase in income tax expense and the amortization of the acquired intangible assets. Our income tax expense for the first nine months ended September 30, 2017 was $1,899,300 versus an income tax expense of $697,900 in the first nine months ended September 30, 2016. Our income tax expense in the third quarter of 2017 was $663,500 versus an income tax expense of $415,500 in the third quarter of 2016.
Summary of Results as a Percentage of Net Sales
| Year Ended December 31, |
|
| Nine Months Ended September 30, |
| ||||||
| 2016 |
|
| 2017 |
|
| 2016 |
| |||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
Household products |
| 17.0 | % |
|
| 13.7 | % |
|
| 18.5 | % |
Skin and hair care products |
| 83.0 | % |
|
| 86.3 | % |
|
| 81.5 | % |
Total net sales |
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
Cost of sales |
| 56.9 | % |
|
| 54.3 | % |
|
| 55.4 | % |
Gross profit |
| 43.1 | % |
|
| 45.7 | % |
|
| 44.6 | % |
Other revenue |
| 0.0 | % |
|
| 0.0 | % |
|
| 0.1 | % |
|
| 43.1 | % |
|
| 45.7 | % |
|
| 44.7 | % |
Operating expenses |
| 34.0 | % |
|
| 28.0 | % |
|
| 37.3 | % |
Interest expense |
| 0.4 | % |
|
| 0.3 | % |
|
| 0.3 | % |
|
| 34.4 | % |
|
| 28.3 | % |
|
| 37.6 | % |
Income before income taxes |
| 8.7 | % |
|
| 17.4 | % |
|
| 7.1 | % |
Our gross margins may not be comparable to those of companies who include all of the costs related to their distribution network in cost of sales because we, like some other companies, exclude a portion of these costs (i.e., freight out to customers) from gross margin. Instead, we include them as part of selling expenses. See Note 1(p), “Operating Costs and Expenses Classification,” to our Condensed Consolidated Financial Statements (Unaudited) in Item 1.
Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016wholesale distributors.
Comparative Net SalesDistribution Agreement with Church & Dwight
| Nine Months Ended September 30, |
|
| Percentage Increase |
| ||||||
| 2017 |
|
| 2016 |
|
| (Decrease) |
| |||
Total household products | $ | 4,189,400 |
|
| $ | 4,490,300 |
|
|
| (6.7 | %) |
Total skin and hair care products |
| 26,467,600 |
|
|
| 19,784,500 |
|
|
| 33.8 | % |
Total net sales | $ | 30,657,000 |
|
| $ | 24,274,800 |
|
|
| 26.3 | % |
Sales of household products for the first nine months of 2017 accounted for 13.7% of consolidated net sales compared to 18.5% for the same period in 2016. The net sales of these products were $4,189,400 in the first nine months of 2017 compared to $4,490,300 for the same period in 2016, a decrease of $300,900 or 6.7%. This decrease is primarily attributable to: (1) lower sales of our Scott’s Liquid Gold® Floor Restore product due to the first nine months of 2016 including sales at one of our customers who discontinued the product in the second quarter of 2016; and (2) lower sales of our other household products.
Sales of skin and hair care products for the first nine months of 2017 accounted for 86.3% of consolidated net sales compared to 81.5% for the same period in 2016. The net sales of these products were $26,467,600 in the first nine months ended September 30, 2017 compared to $19,784,500 for the same period in 2016, an increase of $6,683,100 or 33.8%, primarily as a result of the addition of the net sales of Prell®, Denorex®, and Zincon®, which we acquired in the Acquisition on June 30, 2016, and increases in the sales of Alpha® Skin Care products and Montagne Jeunesse face masque sachets, and offset by a decrease in the sales of Batiste Dry Shampoo due to changes in ourOur distribution agreement with Church & Dwight Co., Inc. (“Church & Dwight”)and our subsidiary, Neoteric Cosmetics, Inc., will not be extended beyond its existing expiration date of December 31, 2021 (the “Expiration Date”). As a result, the distribution agreement will expire on its own terms as previously disclosed in two Form 8-K filings dated July 17, 2017of the Expiration Date and September 7, 2016.
The netthe Company will cease to distribute Batiste Dry Shampoo products. Unless offset by increased sales of our own skinother products, the conclusion of this distribution agreement will have a material impact on our net sales and hair care productsresult of operations beginning in 2022. Net sales of Batiste were $9,694,800 in the first nine months of 2017 compared to $5,492,800$5,327 and $8,797 for the same period in 2016, an increase of $4,202,000 or 76.5%. This increase is primarily attributable to: (1) an increase inyears ended December 31, 2020 and 2019, respectively.
COVID-19 Pandemic
In 2020, the sales of Alpha® Skin Care products; and (2)global economy began experiencing a downturn related to the additionimpacts of the net salesCOVID-19 global pandemic. While many businesses resumed operations towards the end of Prell®, Denorex®, and Zincon®. The net sales of Prell®, Denorex®, and Zincon® were $4,709,800 in the first nine months ended September 30, 2017.
The net sales of Montagne Jeunesse and Batiste Dry Shampoo were $16,772,800 in the first nine months of 2017 compared to $14,291,700 for the same period in 2016, an increase of $2,481,100 or 17.4%. This increase is primarily attributable to increased sales of Montagne Jeunesse face masque sachets.
We paid our customers a total of $1,854,100 in the first nine months of 2017 for trade promotions to support price features, displays, slotting fees and other merchandising of our products compared to $1,584,500 for the same period in 2016, an increase of $269,600 or 17.0%. This increase is primarily attributable to the addition of the sales of Prell®, Denorex®, and Zincon® as well as increased sales of Montagne Jeunesse face masque sachets.
From time to time, our customers return products to us. For our household products, we permit returns only for a limited time. With regard to our skin and hair care products, returns are more frequent under an unwritten industry standard that permits returns for a variety of reasons. In the event a skin and hair care customer requests a return of a product, we will consider the request, and may grant such request in order to maintain or enhance our relationship with the customer, even in the absence of an enforceable right of the customer to do so. Typically, customers that return products to us take a credit on our invoice equal to the original sales price plus a handling charge ranging from 8-10% of the original sales price. Our product returns (as a percentage of net sales) were 0.2% for the first nine months of 2017 and 0.1% for the same period in 2016.
On a consolidated basis, cost of sales was $16,649,000 during the first nine months of 2017 compared to $13,454,600 for the same period in 2016, an increase of $3,194,400 or 23.7%, on a net sales increase of 26.3%. As a percentage of consolidated net sales, cost of sales was 54.3% in the first nine months of 2017 compared to 55.4% for the same period in 2016.
As a percentage of net sales of our household products, the costs of sales for our household products increased to 48.0% in the first nine months of 2017 compared to 47.8% for the same period in 2016.
As a percentage of net sales of our skin and hair care products, the cost of sales for our skin and hair care products decreased to 55.3% in the first nine months of 2017 compared to 57.1% for the same period in 2016. This change varies from period to period based on product mix and trade promotions of the products we make versus the products we distribute for other companies, which have higher costs and higher trade promotions. The underlying costs of the products did not significantly change in the first nine months of 2017 compared to the same period in 2016, except for an increase in certain overhead costs incurred from leasing additional warehouse space starting in the second quarter of 2016.2020, the effects of the pandemic have continued into 2021 and the duration of the impact still remains uncertain. We expect to see continued volatility in the economic markets and government responses to the COVID-19 pandemic. These changing conditions and governmental responses could have impacts on our operating results for the remainder of the year or longer.
Operating Expenses, Interest ExpenseSupply Chain and Other IncomeOutsourcing Partners
As a result of COVID-19, we have encountered various supply chain disruptions impacting the availability of certain raw materials for our finished goods products. We have been proactively identifying alternative sources for delayed raw materials. At times, our highest demand products were impacted by supply chain disruptions, but availability continues to improve primarily as a result of our actions to mitigate such disruptions. Our third-party logistics partners are facing challenges with availability of staffing and transportation sources, which could cause product shipments to be delayed.
Health and Safety
We have taken proactive, aggressive action to protect the health and safety of our employees, customers, and partners. We monitor national, state, and local health recommendations and regulations, and will implement additional protective measures as appropriate.
Customer Demand
At the onset of the pandemic, as a result of government-mandated stay-at-home orders, some of our customers were impacted and forced to cease operations. Customer closings primarily impacted revenue for our Batiste Dry Shampoo distributed products during the last part of March 2020. Shipments to our major Batiste Dry Shampoo customers resumed in May 2020, but at lower levels than preceded the pandemic. Any other customer closures or restrictions would negatively impact our business.
We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. Given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future.
Results of Operations
Three months ended June 30, 2021 compared to three months ended June 30, 2020
| Nine Months Ended September 30, |
|
| Percentage Increase |
| Three Months Ended June 30, (in thousands) |
| |||||||||||||||||||
| 2017 |
|
| 2016 |
|
| (Decrease) |
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| ||||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| |||||||||||||||
Net sales | $ | 8,451 |
|
| $ | 6,083 |
|
| $ | 2,368 |
|
|
| 38.9 | % | |||||||||||
Cost of sales |
| 4,929 |
|
|
| 3,215 |
|
|
| 1,714 |
|
|
| 53.3 | % | |||||||||||
Gross profit |
| 3,522 |
|
|
| 2,868 |
|
|
| 654 |
|
|
| 22.8 | % | |||||||||||
Gross margin |
| 41.7 | % |
|
| 47.1 | % |
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Advertising | $ | 531,100 |
|
| $ | 1,426,600 |
|
|
| (62.8 | %) |
| 203 |
|
|
| 141 |
|
|
| 62 |
|
|
| 44.0 | % |
Selling |
| 4,878,600 |
|
|
| 4,184,300 |
|
|
| 16.6 | % |
| 2,518 |
|
|
| 1,614 |
|
|
| 904 |
|
|
| 56.0 | % |
General and administrative |
| 3,166,300 |
|
|
| 3,433,000 |
|
|
| (7.8 | %) |
| 1,687 |
|
|
| 1,293 |
|
|
| 394 |
|
|
| 30.5 | % |
Intangible asset amortization |
| 387 |
|
|
| 210 |
|
|
| 177 |
|
|
| 84.3 | % | |||||||||||
Total operating expenses | $ | 8,576,000 |
|
| $ | 9,043,900 |
|
|
| (5.2 | %) |
| 4,795 |
|
|
| 3,258 |
|
|
| 1,537 |
|
|
| 47.2 | % |
Other income | $ | - |
|
| $ | 12,600 |
|
|
| (100.0 | %) | |||||||||||||||
(Loss) income from operations |
| (1,273 | ) |
|
| (390 | ) |
|
| (883 | ) |
|
| (226.4 | %) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Interest income |
| - |
|
|
| 2 |
|
|
| (2 | ) |
|
| (100.0 | %) | |||||||||||
Interest expense | $ | 101,500 |
|
| $ | 77,500 |
|
|
| 31.0 | % |
| (175 | ) |
|
| (74 | ) |
|
| (101 | ) |
|
| (136.5 | %) |
Other Income |
| - |
|
|
| 350 |
|
|
|
|
|
|
|
|
| |||||||||||
Income before income taxes |
| (1,448 | ) |
|
| (112 | ) |
|
| (986 | ) |
|
| (1,192.9 | %) | |||||||||||
Income tax benefit |
| 382 |
|
|
| 34 |
|
|
| 348 |
|
|
| 1,023.5 | % | |||||||||||
Net loss | $ | (1,066 | ) |
| $ | (78 | ) |
| $ | (638 | ) |
|
| (1,266.7 | %) |
Our operatingNet loss primarily due to the following:
• | Decrease in gross profit due to shortages of key products, including our Scott’s Liquid Gold Wood Care product. |
• | Increase in selling expenses primarily from transportation and labor associated with our logistics and warehousing partners. |
• | Increase in general and administrative expenses primarily due to restructuring costs associated with separation of employees. |
• | Increase in intangible asset amortization from our acquisition of BIZ and Dryel brands in July 2020. |
• | Increase in interest expense associated with our UMB Loan Agreement we entered into in July 2020. The increased debt resulting from simultaneous supply chain shortages and investment in building depleted finished goods inventories has also increased our interest expense. |
• | Partially offset by an increase in gross profit primarily attributable to the acquisition of our BIZ and Dryel products in July 2020. Decrease in gross margin is primarily due to lower margins on acquired brands and cost increases in our manufacturing partners’ raw materials. |
Segment Results
Household Products
The following table shows comparative net sales, gross margin, gross profit, (loss) income from operations, volume and percentage changes for the first ninehousehold products between periods:
| Three Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Net sales | $ | 3,754 |
|
| $ | 2,272 |
|
| $ | 1,482 |
|
|
| 65.2 | % |
Gross profit | $ | 1,377 |
|
| $ | 1,338 |
|
| $ | 39 |
|
|
| 2.9 | % |
Gross margin |
| 36.7 | % |
|
| 58.9 | % |
|
|
|
|
|
|
|
|
(Loss) income from operations | $ | (972 | ) |
| $ | 202 |
|
| $ | (1,174 | ) |
|
| (581.2 | %) |
• | Household products increase in net sales was primarily attributable to our BIZ and Dryel acquisitions. This was offset by a decrease in net sales from key product shortages, including our Scott’s Liquid Gold Wood Care product. We anticipate sales of this product to resume in the third quarter of 2021. |
• | Lower gross margin and loss from operations. The increase in margins from outsourcing was offset by lower margins on acquired brands, increasing costs in our manufacturing partners’ raw materials, and increases in selling expenses as well as intangible asset amortization. |
Personal Care Products
The following table shows comparative net sales, gross margin, gross profit, income (loss) from operations, volume and percentage changes for personal care products between periods:
| Three Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Personal care net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales - distributed products | $ | 1,209 |
|
| $ | 1,216 |
|
| $ | (7 | ) |
|
| (0.6 | %) |
Net sales - manufactured products |
| 3,488 |
|
|
| 2,595 |
|
|
| 893 |
|
|
| 34.4 | % |
Total personal care net sales | $ | 4,697 |
|
| $ | 3,811 |
|
| $ | 886 |
|
|
| 23.2 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit | $ | 2,145 |
|
| $ | 1,530 |
|
| $ | 615 |
|
|
| 40.2 | % |
Gross margin |
| 45.7 | % |
|
| 40.1 | % |
|
|
|
|
|
|
|
|
Loss from operations | $ | (301 | ) |
| $ | (592 | ) |
| $ | 291 |
|
|
| 49.2 | % |
• | Net sales of distributed personal care products remained consistent. Net sales of Batiste increased over the prior year because several customers’ stores closed in the second quarter of 2020 due to COVID-19. This increase offset the conclusion of our distribution arrangement with Montagne Jeunesse in June 2020. |
• | Net sales and gross profit of manufactured personal care products increased primarily due to higher sales of our Alpha Skin Care line to China and e-commerce partners as well as higher sales of our shampoo brands with increased store traffic in 2021 compared to the prior year where sales were impacted by COVID-19. |
• | Increased gross margin was driven by product sales mix and outsourcing to contract manufacturing partners during the second and third quarters of 2020. |
Six months of 2017 were $8,576,000ended June 30, 2021 compared to $9,043,900 for the same period in 2016, a decrease of $467,900 or 5.2%. These expenses consist primarily of advertising, selling, and general and administrative expenses.six months ended June 30, 2020
Advertising expenses for the first nine months of 2017 were $531,100 compared to $1,426,600 for the same period in 2016, a decrease of $895,500 or 62.8%. This decrease is
| Six Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Net sales | $ | 17,884 |
|
| $ | 13,937 |
|
| $ | 3,947 |
|
|
| 28.3 | % |
Cost of sales |
| 10,225 |
|
|
| 7,605 |
|
|
| 2,620 |
|
|
| 34.5 | % |
Gross profit |
| 7,659 |
|
|
| 6,332 |
|
|
| 1,327 |
|
|
| 21.0 | % |
Gross margin |
| 42.8 | % |
|
| 45.4 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
| 362 |
|
|
| 362 |
|
|
| - |
|
|
| 0.0 | % |
Selling |
| 5,069 |
|
|
| 3,203 |
|
|
| 1,866 |
|
|
| 58.3 | % |
General and administrative |
| 2,972 |
|
|
| 2,487 |
|
|
| 485 |
|
|
| 19.5 | % |
Intangible asset amortization |
| 775 |
|
|
| 420 |
|
|
| 355 |
|
|
| 84.5 | % |
Total operating expenses |
| 9,178 |
|
|
| 6,472 |
|
|
| 2,706 |
|
|
| 41.8 | % |
(Loss) income from operations |
| (1,519 | ) |
|
| (140 | ) |
|
| (1,379 | ) |
|
| (985.0 | %) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
| - |
|
|
| 3 |
|
|
| (3 | ) |
|
| (100.0 | %) |
Interest expense |
| (309 | ) |
|
| (78 | ) |
|
| (231 | ) |
|
| (296.2 | %) |
Other Income |
| - |
|
|
| 350 |
|
|
| (350 | ) |
|
| (100.0 | %) |
(Loss) income before income taxes |
| (1,828 | ) |
|
| 135 |
|
|
| (1,963 | ) |
|
| (1,454.1 | %) |
Income tax benefit (expense) |
| 482 |
|
|
| 64 |
|
|
| 418 |
|
|
| 653.1 | % |
Net (loss) income | $ | (1,346 | ) |
| $ | 199 |
|
| $ | (1,545 | ) |
|
| (776.4 | %) |
Net loss primarily due to: (1) the one-time expenses we incurred during the first nine months of 2016 relating to the repositioning of our Alpha® Skin Care products and Scott’s Liquid Gold® household products in the marketplace, which were not repeated in 2017; and (2) spending less on a national television campaign in the first nine months of 2017 compared to the same period in 2016 on our Scott’s Liquid Gold® Wood Care product.following:
Selling expenses for the first nine months of 2017 were $4,878,600 compared to $4,184,300 for the same period in 2016, an increase of $694,300 or 16.6%. This increase is primarily attributable to: (1) an increase in the commissions that we paid our sales brokers and an increase in our costs of freight-out to our customers due to higher sales volume; and (2) an increase in the accrual of probable bonus payments to personnel within our sales and marketing organization compared to the first nine months of 2016. This increase was offset primarily by a reduction in certain marketing and promotional activities compared to the first nine months of 2016.
General and administrative expenses for the first nine months of 2017 were $3,166,300 compared to $3,433,000 for the same period of 2016, a decrease of $266,700 or 7.8%. This decrease is due primarily to a decrease in professional fees in the first nine months of 2017 compared to higher fees in the same period of 2016 related to the Acquisition. This decrease was offset primarily by: (1) an increase in the accrual of probable bonus payments to our management and administrative personnel, compared to the first nine months of 2016; and (2) amortization of the acquired intangible assets.
Other income from interest earned on our cash reserves for the first nine months ended September 30, 2017 and 2016 was $0 and $12,600, respectively.
Interest expense for the first nine months of 2017 was $101,500 compared to $77,500 for the same period in 2016, an increase of $24,000 or 31.0%. The increase is due to borrowings under the Credit Agreement entered into on June 30, 2016 to help fund the Acquisition.
• | Decrease in gross profit due to shortages of key products, including our Scott’s Liquid Gold Wood Care product. |
• | Increase in selling expenses primarily from transportation and labor associated with our logistics and warehousing partners. |
• | Increase in general and administrative expenses primarily due to restructuring costs associated with separation of employees. |
• | Increase in intangible asset amortization from our acquisition of BIZ and Dryel brands in July 2020. |
• | Increase in interest expense associated with our UMB Loan Agreement we entered into in July 2020. The increased debt resulting from simultaneous supply chain shortages and investment in building depleted finished goods inventories has also increased our interest expense. |
• | Partially offset by an increase in gross profit primarily attributable to the acquisition of our BIZ and Dryel products in July 2020. Decrease in gross margin is primarily due to lower margins on acquired brands and cost increases in our manufacturing partners’ raw materials. |
Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016
Segment Results
Comparative Net SalesHousehold Products
The following table shows comparative net sales, gross margin, gross profit, (loss) income from operations, volume and percentage changes for household products between periods:
| Three Months Ended September 30, |
|
| Percentage Increase |
| ||||||
| 2017 |
|
| 2016 |
|
| (Decrease) |
| |||
Total household products | $ | 1,409,000 |
|
| $ | 1,453,400 |
|
|
| (3.1 | %) |
Total skin and hair care products |
| 8,931,600 |
|
|
| 8,483,500 |
|
|
| 5.3 | % |
Total net sales | $ | 10,340,600 |
|
| $ | 9,936,900 |
|
|
| 4.1 | % |
| Six Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Net sales | $ | 8,199 |
|
| $ | 4,404 |
|
| $ | 3,795 |
|
|
| 86.2 | % |
Gross profit | $ | 3,282 |
|
| $ | 2,427 |
|
| $ | 855 |
|
|
| 35.2 | % |
Gross margin |
| 40.0 | % |
|
| 55.1 | % |
|
|
|
|
|
|
|
|
(Loss) income from operations | $ | (1,465 | ) |
| $ | 253 |
|
| $ | (1,718 | ) |
|
| (679.1 | %) |
• | Household products increase in net sales was primarily attributable to our BIZ and Dryel acquisitions. This was offset by a decrease in net sales from key product shortages, including our Scott’s Liquid Gold Wood Care product. We anticipate sales of this product to resume in the third quarter of 2021. |
• | Lower gross margin and loss from operations. The increase in margins from outsourcing was offset by lower margins on acquired brands, increasing costs in our manufacturing partners’ raw materials, and increases in selling expenses as well as intangible asset amortization. |
Sales of household products for the third quarter of 2017 accounted for 13.6% of consolidatedPersonal Care Products
The following table shows comparative net sales, compared to 14.6%gross margin, gross profit, loss from operations, volume and percentage changes for the same period in 2016. The net sales of these products were $1,409,000 in the third quarter of 2017 compared to $1,453,400 for the same period in 2016, a decrease of $44,400 or 3.1%. This decrease is primarily attributable to lower sales of certain household products, which were partially offset by a slight increase in sales of our Scott’s Liquid Gold® Wood Care product.
Sales of skin and hairpersonal care products for the third quarter of 2017 accounted for 86.4% of consolidated net sales compared to 85.4% for the same period in 2016. The net sales of these products were $8,931,600 in the third quarter of 2017 compared to $8,483,500 for the same period in 2016, an increase of $448,100 or 5.3%, primarily as a result of increases in the sales of Alpha® Skin Care products and Montagne Jeunesse face masque sachets, and offset by a decrease in the sales of Batiste Dry Shampoo due to changes in our distribution agreement with Church & Dwight.
The net sales of our own skin and hair care products were $3,919,800 in the third quarter of 2017 compared to $2,849,900 for the same period in 2016, an increase of $1,069,900 or 37.5%. This increase is primarily attributable to an increase in the sales of Alpha® Skin Care products.
The net sales of Montagne Jeunesse and Batiste Dry Shampoo were $5,011,800 in the third quarter of 2017 compared to $5,633,600 for the same period in 2016, a decrease of $621,800 or 11.0%. This decrease is primarily attributable to changes in our distribution agreement with Church & Dwight for Batiste Dry Shampoo, and was partially offset by an increase in sales of Montagne Jeunesse face masque sachets.
We paid our customers a total of $522,300 in the third quarter of 2017 for trade promotions to support price features, displays, slotting fees and other merchandising of our products compared to $616,300 for the same period in 2016, a decrease of $94,000 or 15.3%. This decrease is primarily attributable to: (1) changes in our distribution agreement with Church & Dwight; and (2) a reduction in trade promotions related to Batiste Dry Shampoo.
From time to time, our customers return products to us. For our household products, we permit returns only for a limited time. With regard to our skin and hair care products, returns are more frequent under an unwritten industry standard that permits returns for a variety of reasons. In the event a skin and hair care customer requests a return of a product, we will consider the request, and may grant such request in order to maintain or enhance our relationship with the customer, even in the absence of an enforceable right of the customer to do so. Typically, customers that return products to us take a credit on our invoice equal to the original sales price plus a handling charge ranging from 8-10% of the original sales price. Our product returns (as a percentage of net sales) were 0.3% for the third quarter of 2017 and 0.1% for the same period in 2016.
On a consolidated basis, cost of sales was $5,420,000 during the third quarter of 2017 compared to $5,830,600 for the same period in 2016, a decrease of $410,600 or 7.0%, on a net sales increase of 4.1%. As a percentage of consolidated net sales, cost of sales was 52.4% in the third quarter of 2017 compared to 58.7% for the same period in 2016.
As a percentage of net sales of our household products, the costs of sales for our household products decreased to 47.0% in the third quarter of 2017 compared to 47.5% for the same period in 2016.
As a percentage of net sales of our skin and hair care products, the cost of sales for our skin and hair care products decreased to 53.3% in the third quarter of 2017 compared to 60.6% for the same period in 2016. This change varies from period to period based on product mix and trade promotions of the products we make versus the products we distribute for other companies, which have higher costs and higher trade promotions. The underlying costs of the products did not significantly change in the third quarter of 2017 compared to the same period in 2016.between periods:
| Six Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Personal care net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributed products | $ | 3,170 |
|
| $ | 4,121 |
|
| $ | (951 | ) |
|
| (23.1 | %) |
Manufactured products |
| 6,515 |
|
|
| 5,412 |
|
|
| 1,103 |
|
|
| 20.4 | % |
Total personal care net sales | $ | 9,685 |
|
| $ | 9,533 |
|
| $ | 152 |
|
|
| 1.6 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit | $ | 4,377 |
|
| $ | 3,905 |
|
| $ | 472 |
|
|
| 12.1 | % |
Gross margin |
| 45.2 | % |
|
| 41.0 | % |
|
|
|
|
|
|
|
|
Loss from operations | $ | (54 | ) |
| $ | (393 | ) |
| $ | 339 |
|
|
| 86.3 | % |
Operating Expenses, Interest Expense and Other Income
| Three Months Ended September 30, |
|
| Percentage Increase |
| ||||||
| 2017 |
|
| 2016 |
|
| (Decrease) |
| |||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
Advertising | $ | 109,800 |
|
| $ | 91,700 |
|
|
| 19.7 | % |
Selling |
| 1,583,400 |
|
|
| 1,717,300 |
|
|
| (7.8 | %) |
General and administrative |
| 1,062,700 |
|
|
| 1,218,800 |
|
|
| (12.8 | %) |
Total operating expenses | $ | 2,755,900 |
|
| $ | 3,027,800 |
|
|
| (9.0 | %) |
Other income | $ | - |
|
| $ | 1,000 |
|
|
| (100.0 | %) |
Interest expense | $ | 26,400 |
|
| $ | 60,400 |
|
|
| (56.3 | %) |
• | Net sales and of distributed personal care products decreased due to the conclusion of our distribution arrangement with Montagne Jeunesse in the second quarter of 2020. |
Our operating expenses for the third quarter of 2017 were $2,755,900 compared to $3,027,800 for the same period in 2016, a decrease of $271,900 or 9.0%. These expenses consist primarily of advertising, selling, and general and administrative expenses.
Advertising expenses for the third quarter of 2017 were $109,800 compared to $91,700 for the same period in 2016, an increase of $18,100 or 19.7%.
Selling expenses for the third quarter of 2017 were $1,583,400 compared to $1,717,300 for the same period in 2016, a decrease of $133,900 or 7.8%. This decrease is primarily attributable to: (1) a reduction in certain marketing and promotional activities; and (2) a decrease in the accrual of probable bonus payments to personnel within our sales and marketing organization compared to the third quarter of 2016. This decrease was offset primarily by an increase in our costs of freight-out to our customers due to higher sales volume.
General and administrative expenses for the third quarter of 2017 were $1,062,700 compared to $1,218,800 for the same period of 2016, a decrease of $156,100 or 12.8%. This decrease is due primarily to: (1) a decrease in professional fees in the third quarter of 2017 compared to higher fees in the same period of 2016 related to the Acquisition; and (2) a decrease in the accrual of probable bonus payments to our management and administrative personnel compared to the third quarter of 2016.
Other income from interest earned on our cash reserves for the third quarter of 2017 and 2016 was $0 and $1,000, respectively.
Interest expense for the third quarter of 2017 was $26,400 compared to $60,400 for the same period in 2016, a decrease of $34,000 or 56.3%. The decrease is due to a lower balance on the term loan and no outstanding balance on the line-of-credit as of September 30, 2017. Both borrowings under the Credit Agreement had higher balances as of September 30, 2016 to help fund the Acquisition.
• | Net sales and gross profit of manufactured personal care products increased primarily due to higher sales of our Alpha Skin Care line to China and e-commerce partners as well as higher sales of our shampoo brands with increased store traffic in 2021 compared to the prior year where sales were impacted by COVID-19. |
• | Increased gross margin was driven by product sales mix and outsourcing to contract manufacturing partners during the second and third quarters of 2020. |
Liquidity and Capital Resources
Financing Agreements
Please see Note 7 to our Condensed Consolidated Financial Statements (Unaudited) for information on our CreditLoan Agreement with Chase. Please see Note 1(f) toUMB, which replaced our Condensed Consolidated Financial Statements (Unaudited) for information on our financing agreement with Wells Fargo, which was terminated during 2016.
Liquidity
At September 30, 2017, we had approximately $2.4 million in cash on hand, which was $291,700 more compared to December 31, 2016, primarily due to cash provided by operating activities, and offset by: (1) our use of cash to reduce the outstanding balance on our line-of-credit to zero; (2) repayments of long-term debt; (3) payment of income taxes; and (4) the payment of performance bonuses in the first nine months of 2017 to our management, sales, administrative support and operations personnel that were accrued for in 2016. For the first nine months ended September 30, 2017, the primary components of working capital that significantly affected operating cash flows were the following: (1) net accounts receivable were $304,200 less at September 30, 2017 than at December 31, 2016 due primarily to receivables related to the timing of receiving payment; (2) inventory at September 30, 2017 was $3,842,600 more than at December 31, 2016 due primarily to higher sales volume and the timing of receiving certain inventory from our vendors and shipping our products to our customers; and (3) accounts payable and accrued expenses at September 30, 2017 were $333,600 more than at December 31, 2016 due primarily to bonuses paid to certain employees and the timing of payments on our inventory.
We anticipate that our existing cash and our cash flow from operations, together with our currentPrior Credit Agreement with Chase on July 1, 2020.
Liquidity and Changes in Cash Flows
At June 30, 2021, we had $3,245 capacity on our revolving credit facility with UMB, with $991 available based on our collateralized assets. Our cash on hand was $20 as of June 30, 2021, an increase of $15 when compared to the balance as of December 31, 2020. Cash on hand is kept at low levels to minimize interest expense based on availability of the revolving credit facility.
The following is a summary of cash provided by or (used in) each of the indicated types of activities:
| Six Months Ended June 30, (in thousands) |
| |||||||||||||
|
|
|
|
|
|
|
|
| Increase / (Decrease) |
| |||||
| 2021 |
|
| 2020 |
|
| $ |
|
| % |
| ||||
Operating activities | $ | (704 | ) |
| $ | 4,578 |
|
| $ | (5,282 | ) |
|
| (115.4 | %) |
Investing activities |
| (114 | ) |
|
| 346 |
|
|
| (460 | ) |
|
| (132.9 | %) |
Financing activities |
| 833 |
|
|
| (141 | ) |
|
| 974 |
|
|
| 690.8 | % |
• | Net cash used in operating activities was primarily related to our investments in finished goods inventories. |
• | Net cash used in investing activities was related to capital expenditures associated with our ERP software implementation. |
• | Net cash provided by financing activities was attributable to financing from our Loan Agreement with UMB to fund our operating and investing activities. |
The uncertainty related to the COVID-19 outbreak has impacted our operations and could affect our future results. While we believe that our business model will allow us to generate sufficient operating cash flows, our liquidity has been affected by the timing of our build of depleted finished goods inventories, while our net sales have been delayed due to supply chain shortages. We expect that our current cash reserves and availability under our UMB Loan Agreement will be sufficient to meet operational cash needs during the next twelve months, but further supply chain disruptions in the short-term could limit our cash requirements for the 12 months following the filing date of this Report. During the first nine months of 2017, we spent $352,600 to purchase production and warehouse equipment to improve our manufacturing capabilities and efficiencies and on additional production and warehouse equipment that is primarily related to the Acquisition, and paid an additional $100,000 in deposits for future production and warehouse equipment to be received and placed in service in 2017. We expect to make additional capital expenditures of approximately $90,000 in 2017 on additional production and warehouse equipment that is primarily related to the Acquisition.liquidity.
Not applicable.
Disclosure Controls and Procedures
As of SeptemberJune 30, 2017,2021, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,interim co-presidents of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officerinterim co-presidents concluded that our disclosure controls and procedures are effective as of SeptemberJune 30, 2017.2021.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the ninesix months ended SeptemberJune 30, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 20162020 and subsequent quarterly reports on Form 10-Q, which could materially affect our business, financial condition or future results.
Exhibit Number |
| Document |
10.1 |
| |
| ||
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31.1 |
| Rule 13a-14(a) Certification of the |
31.2 |
| Rule 13a-14(a) Certification of the Interim Co-President and Chief Financial |
32.1* |
| |
101.INS |
| Inline XBRL Instance |
101.SCH |
| Inline XBRL Taxonomy Extension Schema |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
| Cover Page Interactive Data File (embedded within the Inline XBRL |
|
* | Furnished, not filed. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Reportreport to be signed on its behalf by the undersigned thereunto duly authorized.
SCOTT’S LIQUID GOLD-INC. | |||
By: |
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By: |
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| (Principal Financial and Chief Accounting Officer) |
Date: November 14, 2017August 13, 2021
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