8-K
Horizon Kinetics Holding Corp (HKHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2021
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
| Colorado | 001-13458 | 84-0920811 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 8400 E. Crescent Parkway, Suite 450, Greenwood Village, CO | 80111 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 373-4860
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 15, 2021, Scott’s Liquid Gold-Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. This press release is furnished herewith as Exhibit 99.1 pursuant to this Item 2.02.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits: The following exhibits are filed as part of this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Scott’s Liquid Gold-Inc. press release, dated November 15, 2021. |
| 104 | Cover Page Interactive Data File |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCOTT’S LIQUID GOLD-INC. | |||
|---|---|---|---|
| Date: | November 15, 2021 | By: | /s/ David M. Arndt |
| David M. Arndt | |||
| Chief Financial Officer |
slgd-ex991_7.htm
Exhibit 99.1
Corporate & financial news release
SCOTT’S LIQUID GOLD-INC. REPORTS THIRD QUARTER RESULTS
Third Quarter 2021 Results:
| • | Net sales of $8.5 million vs. $7.2 million in 2020, representing an 18% organic increase versus the prior year |
|---|---|
| • | Net loss of $2.5 million (($0.20) per share) driven by $1.6 million valuation allowance on deferred tax asset and $0.4 million inventory impairment |
| --- | --- |
GREENWOOD VILLAGE, COLORADO – November 15, 2021 – Scott’s Liquid Gold-Inc. (OTC: SLGD) today announced results for the three months ended September 30, 2021.
Third Quarter Financial Results
In the third quarter of 2021, net sales increased 18% to $8.5 million compared to $7.2 million in the same period in 2020. The increase was driven by reduced COVID-related retail and supply chain impacts as well as success in driving enhanced awareness of several key brands, including Alpha Skin Care.
Our net loss of $2.5 million was primarily driven by the establishment of a valuation allowance against our deferred tax asset and impairment costs related to slow moving and obsolete inventories. We also continued to experience increases in logistics-related expenses driven by supply chain disruptions and product delays.
Subsequent to the end of the third quarter, we entered into a new loan agreement in the amount of $2 million with Denver-based La Plata Capital and further amended our loan agreement with UMB.
Management Commentary
“Over the last six months, we have undertaken a series of actions to improve operating performance, reduce costs, stabilize inventory levels, implement pricing initiatives, and position the Company for stronger performance and growth,” said Tisha Pedrazzini, President of Scott’s. “We continue to focus on the profitable growth of key brands in the skin and pet care categories while accelerating conversion in the e-commerce channel. We continue to sharpen our strategies by modernizing packaging, expanding our consumer base, innovating, and leveraging social media in new ways.”
Dan Roller, Chairman of the Board, commented, “With our new management team now in place, we are focused on strategically developing and growing our portfolio of brands, as well as potentially monetizing brands that do not fit our strategic vision.”
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net sales | $ | 8,555 | $ | 7,197 | $ | 26,439 | $ | 21,134 | ||||
| Cost of sales | 5,413 | 3,973 | 15,637 | 11,578 | ||||||||
| Gross Profit | 3,142 | 3,224 | 10,802 | 9,556 | ||||||||
| Operating expenses: | ||||||||||||
| Advertising | 144 | 169 | 506 | 531 | ||||||||
| Selling | 2,686 | 2,168 | 7,755 | 5,371 | ||||||||
| General and administrative | 836 | 976 | 3,782 | 3,435 | ||||||||
| Intangible asset amortization | 401 | 401 | 1,203 | 849 | ||||||||
| Total operating expenses | 4,067 | 3,714 | 13,246 | 10,186 | ||||||||
| Loss from operations | (925 | ) | (490 | ) | (2,444 | ) | (630 | ) | ||||
| Interest income | - | - | - | 3 | ||||||||
| Interest expense | (208 | ) | (137 | ) | (517 | ) | (215 | ) | ||||
| Income from distribution agreement termination | - | - | - | 350 | ||||||||
| Loss before income taxes | (1,133 | ) | (627 | ) | (2,961 | ) | (492 | ) | ||||
| Income tax (expense) benefit | (1,335 | ) | 110 | (853 | ) | 174 | ||||||
| Net loss | $ | (2,468 | ) | $ | (517 | ) | $ | (3,814 | ) | $ | (318 | ) |
| Net loss per common share | ||||||||||||
| Basic | $ | (0.20 | ) | $ | (0.04 | ) | $ | (0.30 | ) | $ | (0.03 | ) |
| Diluted | $ | (0.20 | ) | $ | (0.04 | ) | $ | (0.30 | ) | $ | (0.03 | ) |
| Weighted average shares outstanding | ||||||||||||
| Basic | 12,642 | 12,480 | 12,628 | 12,468 | ||||||||
| Diluted | 12,642 | 12,480 | 12,628 | 12,468 |
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except par value amounts)
| December 31, | |||
|---|---|---|---|
| 2020 | |||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 12 | $ | 5 |
| Accounts receivable, net | 4,284 | 4,512 | |
| Inventories, net | 6,639 | 3,988 | |
| Income taxes receivable | 343 | 535 | |
| Prepaid expenses | 533 | 596 | |
| Other current assets | - | 112 | |
| Total current assets | 11,811 | 9,748 | |
| Property and equipment, net | 9 | 18 | |
| Deferred tax asset | - | 784 | |
| Goodwill | 5,280 | 5,280 | |
| Intangible assets, net | 13,763 | 14,703 | |
| Operating lease right-of-use assets | 2,796 | 2,985 | |
| Other assets | 38 | 38 | |
| Total assets | 33,697 | $ | 33,556 |
| Liabilities and Shareholders’ Equity | |||
| Current liabilities: | |||
| Accounts payable | 3,152 | $ | 1,799 |
| Accrued expenses | 1,064 | 296 | |
| Current portion of long-term debt | 1,000 | 1,000 | |
| Operating lease liabilities, current portion | 247 | 249 | |
| Other current liabilities | - | 67 | |
| Total current liabilities | 5,463 | 3,411 | |
| Long-term debt, net of current portion and debt issuance costs | 6,519 | 4,521 | |
| Operating lease liabilities, net of current | 2,846 | 3,032 | |
| Other liabilities | 62 | 127 | |
| Total liabilities | 14,890 | 11,091 | |
| Shareholders’ equity: | |||
| Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding | - | - | |
| Common stock; 0.10 par value, authorized 50,000 shares; issued and outstanding 12,666 shares (2021) and 12,618 shares (2020) | 1,266 | 1,262 | |
| Capital in excess of par | 7,785 | 7,633 | |
| Retained earnings | 9,756 | 13,570 | |
| Total shareholders’ equity | 18,807 | 22,465 | |
| Total liabilities and shareholders’ equity | 33,697 | $ | 33,556 |
All values are in US Dollars.
SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (3,814 | ) | $ | (318 | ) |
| Adjustments to reconcile net loss to net cash (used) provided by operating activities: | ||||||
| Depreciation and amortization | 1,357 | 976 | ||||
| Stock-based compensation | 99 | 106 | ||||
| Deferred income taxes | 784 | (26 | ) | |||
| Change in operating assets and liabilities: | ||||||
| Accounts receivable | 228 | (1,756 | ) | |||
| Inventories | (2,651 | ) | 3,373 | |||
| Prepaid expenses and other assets | 175 | (200 | ) | |||
| Income taxes receivable | 192 | 488 | ||||
| Accounts payable, accrued expenses, and other liabilities | 1,990 | 1,659 | ||||
| Total adjustments to net loss | 2,174 | 4,620 | ||||
| Net cash (used) provided by operating activities | (1,640 | ) | 4,302 | |||
| Cash flows from investing activities: | ||||||
| Acquisition | - | (10,529 | ) | |||
| Purchase of software | (262 | ) | - | |||
| Purchase of property and equipment | - | (17 | ) | |||
| Proceeds from sale of property and equipment | - | 500 | ||||
| Cash paid for leasehold improvements | - | (484 | ) | |||
| Reimbursement of leasehold improvements | - | 247 | ||||
| Net cash used in investing activities | (262 | ) | (10,283 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from revolving credit facility | 29,824 | 6,525 | ||||
| Repayments of revolving credit facility | (27,222 | ) | (3,795 | ) | ||
| Proceeds from term loan | - | 3,000 | ||||
| Repayments of term loan | (750 | ) | (167 | ) | ||
| Payments for debt issuance costs | - | (569 | ) | |||
| Proceeds from PPP loan | - | 600 | ||||
| Repayment of PPP loan | - | (600 | ) | |||
| Proceeds from exercise of stock options | 57 | 67 | ||||
| Net cash provided by financing activities | 1,909 | 5,061 | ||||
| Net increase (decrease) in cash and cash equivalents | 7 | (920 | ) | |||
| Cash and cash equivalents, beginning of period | 5 | 1,094 | ||||
| Cash and cash equivalents, end of period | $ | 12 | $ | 174 | ||
| Supplemental disclosures: | ||||||
| Cash paid during the period for interest | $ | 372 | $ | 23 |
Note Regarding Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.
Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.
About Scott’s Liquid Gold-Inc.
Scott's Liquid Gold-Inc. and its trusted brands have been a part of consumers' lives for over 70 years. Our products deliver high-quality, proven results that are supported by best-in-class consumer ratings and reviews. Our portfolio includes some of the most trusted and recognized consumer brand names, including our namesake Scott’s Liquid Gold wood care products, as well as Kids N Pets, Dryel, BIZ Stain Fighter, Denorex, Prell, and Alpha Skin Care.
Investor Relations Contact:
David Arndt
Chief Financial Officer
303.576.6027