FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-19621
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
MINNESOTA 41-1454591
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 Excelsior Blvd.
Minneapolis, Minnesota 55426-4517
(Address of principal executive
offices)
(952) 930-9000
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES __X__ NO
As of August 10, 2001, the number of shares outstanding of the registrant's no
par value common stock was 2,287,369 shares.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1: Financial Statements:
Consolidated Balance Sheets as of
June 30, 2001 and December 30, 2000............................3
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2001 and July 1, 2000......4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2001 and July 1, 2000................5
Notes to Consolidated Financial Statements.....................6
Item 2: Management's Discussion and Analysis
of Financial Condition and Results of Operations...............7
Item 3: Quantitative and Qualitative Disclosure about Market Risk.....13
PART II. OTHER INFORMATION.............................................13
2
Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
June 30, December 30,
2001 2000
(Unaudited)
- -------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 546,000 $ 302,000
Accounts receivable, net of allowance of $20,000 4,612,000 1,731,000
Inventories, net of reserves of $486,000 and $375,000, respectively 5,027,000 4,233,000
Deferred income taxes and other current assets 475,000 386,000
- -------------------------------------------------------------------------------------------------------------
Total current assets 10,660,000 6,652,000
- -------------------------------------------------------------------------------------------------------------
Property and Equipment, at cost
Land 2,050,000 2,050,000
Buildings and improvements 3,687,000 3,550,000
Equipment 4,424,000 4,046,000
- -------------------------------------------------------------------------------------------------------------
10,161,000 9,646,000
Less accumulated depreciation 4,104,000 3,930,000
- -------------------------------------------------------------------------------------------------------------
Net property and equipment 6,057,000 5,716,000
- -------------------------------------------------------------------------------------------------------------
Other Assets 297,000 207,000
Goodwill, net of amortization of $133,000 and $114,000, respectively 57,000 76,000
- -------------------------------------------------------------------------------------------------------------
Total assets $ 17,071,000 $ 12,651,000
=============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Line of credit $ 4,999,000 $ 2,402,000
Current maturities of long-term obligations 315,000 275,000
Accounts payable 2,790,000 1,279,000
Accrued expenses (Note 2) 871,000 936,000
Deferred gain on building sale 24,000 60,000
Income taxes payable 222,000 517,000
- -------------------------------------------------------------------------------------------------------------
Total current liabilities 9,221,000 5,469,000
Long-Term Obligations, less current maturities 4,390,000 4,431,000
- -------------------------------------------------------------------------------------------------------------
Total liabilities 13,611,000 9,900,000
- -------------------------------------------------------------------------------------------------------------
Shareholders' Equity
Common stock, no par value; authorized 10,000,000
shares; issued and outstanding 2,287,000 shares 11,360,000 11,360,000
Accumulated deficit (7,900,000) (8,609,000)
- -------------------------------------------------------------------------------------------------------------
Total shareholders' equity 3,460,000 2,751,000
- -------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 17,071,000 $ 12,651,000
=============================================================================================================
See Notes to Consolidated Financial Statements.
3
Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, July 1, June 30, July 1,
2001 2000 2001 2000
- ------------------------------------------------------------------------------------------------------------------------------
Revenues
Retail $ 4,940,000 $ 3,020,000 $ 9,668,000 $ 5,227,000
Recycling 4,885,000 2,553,000 7,751,000 4,229,000
Byproduct 270,000 246,000 440,000 537,000
- ------------------------------------------------------------------------------------------------------------------------------
Total revenues 10,095,000 5,819,000 17,859,000 9,993,000
Cost of Revenues 6,164,000 3,280,000 10,774,000 5,450,000
- ------------------------------------------------------------------------------------------------------------------------------
Gross profit 3,931,000 2,539,000 7,085,000 4,543,000
Selling, General and Administrative Expenses 3,009,000 1,734,000 5,399,000 3,165,000
- ------------------------------------------------------------------------------------------------------------------------------
Operating income 922,000 805,000 1,686,000 1,378,000
Other Income (Expense)
Other income 26,000 7,000 47,000 8,000
Interest expense (270,000) (225,000) (510,000) (412,000)
- ------------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 678,000 587,000 1,223,000 974,000
Provision for Income Taxes 285,000 246,000 514,000 342,000
- ------------------------------------------------------------------------------------------------------------------------------
Net income $ 393,000 $ 341,000 $ 709,000 $ 632,000
==============================================================================================================================
Basic Earnings per Common Share $ 0.17 $ 0.15 $ 0.31 $ 0.28
Diluted Earnings per Common Share $ 0.13 $ 0.12 $ 0.24 $ 0.22
==============================================================================================================================
Weighted Average Number of
Common Shares Outstanding:
Basic 2,287,000 2,287,000 2,287,000 2,287,000
Diluted 2,957,000 2,920,000 2,910,000 2,866,000
==============================================================================================================================
See Notes to Consolidated Financial Statements.
4
Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, July 1,
2001 2000
- -------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 709,000 $ 632,000
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 215,000 189,000
Accretion of long-term debt discount 22,000 19,000
Loss on disposal of equipment -- 6,000
Changes in assets and liabilities:
Receivables (2,881,000) (488,000)
Inventories (794,000) (1,692,000)
Other assets (201,000) (48,000)
Accounts payable 1,511,000 504,000
Income taxes payable (295,000) 240,000
Deferred gain on building sale recognized (36,000) 0
Accrued expenses (65,000) 176,000
- -------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (1,815,000) (462,000)
- -------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Purchase of property and equipment (515,000) (160,000)
- -------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net borrowings under line of credit 2,597,000 854,000
Payments on long-term obligations (165,000) (58,000)
Proceeds from long-term obligations 142,000 --
- -------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 2,574,000 796,000
- -------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 244,000 174,000
Cash and Cash Equivalents
Beginning 302,000 220,000
=============================================================================================================
Ending $ 546,000 $ 394,000
=============================================================================================================
Supplemental Disclosures of Cash Flow Information
Cash payments for interest $ 489,000 $ 305,000
Cash payments for income taxes $ 808,000 $ 103,800
=============================================================================================================
See Notes to Consolidated Financial Statements.
5
Appliance Recycling Centers of America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. Financial Statements
In the opinion of management of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of
only normal, recurring accruals) necessary to present fairly the
financial position of the Company and its subsidiaries as of June 30,
2001, and the results of operations for the three-month and six-month
periods ended June 30, 2001 and July 1, 2000 and its cash flows for the
six-month periods ended June 30, 2001 and July 1, 2000. The results of
operations for any interim period are not necessarily indicative of the
results for the year. These interim consolidated financial statements
should be read in conjunction with the Company's annual consolidated
financial statements and related notes in the Company's Annual Report on
Form 10-K for the year ended December 30, 2000.
Certain information and footnote disclosures included in the annual
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
2. Accrued Expenses
Accrued expenses were as follows:
June 30, December 30,
2001 2000
----------- -----------
Compensation $ 221,000 $ 330,000
Warranty 202,000 188,000
Other 448,000 418,000
----------- -----------
$ 871,000 $ 936,000
=========== ===========
3. Revenue Recognition
In the prior year, the Company reported consolidated recycling revenues
and byproduct revenues together as recycling revenues. In the current
year, the Company determined that byproduct revenues should be
separately reported because of their significant dollar amount and since
this revenue is a result of both retail and recycling activities. Prior
periods have been reclassified to be consistent with this presentation.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued
4. Accounting Standards Issued Net Yet Adopted
In July 2001, the Financial Accounting Standards Board issued two new
statements. Statement No. 141, Business Combinations, eliminates the
pooling method of accounting for business combinations. Statement No.
142, Goodwill and Other Intangible Assets, eliminates the amortization
of goodwill and other intangibles that are determined to have an
indefinite life and requires, at a minimum, annual impairment tests of
goodwill and other intangible assets that are determined to have an
indefinite life. The Company has not yet completed its full assessment
of the effect of these new standards on its consolidated financial
statements, but believes their impact will not be significant. The
standards generally are required to be implemented by the Company in its
2002 financial statements.
PART I: ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
The following discussion and analysis provides information that
management believes is relevant to an assessment and understanding of
the Company's level of operations and financial condition. This
discussion should be read with the consolidated financial statements
appearing in Item 1.
The Company generates revenues from three sources: retail, recycling and
byproduct. Retail revenues are sales of appliances, warranty and service
revenue and delivery fees. Recycling revenues are fees charged for the
disposal of appliances. Byproduct revenues are sales of scrap metal and
reclaimed chlorofluorocarbons ("CFCs") generated from processed
appliances. The Company is managed as a unit and does not measure profit
or loss separately for its three primary revenue sources. Therefore, the
Company believes that it has one operating segment.
Total revenues for the three and six months ended June 30, 2001 were
$10,095,000 and $17,859,000, respectively, compared to $5,819,000 and
$9,993,000 for the same periods in the prior year, increases of 73% and
79%, respectively.
Retail sales accounted for approximately 49% of revenues in the second
quarter of 2001. Retail revenues for the three and six months ended June
30, 2001 increased by $1,920,000 or 64% and $4,441,000 or 85%,
respectively, from the same periods in the prior year. Second quarter
same-store retail sales increased 22% (a sales comparison of four stores
that were open the entire second quarters of both 2001 and 2000.) The
increase in retail sales was primarily due to an increase in scratch and
dent sales as a result of operating four additional stores during the
three and six months ended June 30, 2001 compared to the same periods in
the previous year.
7
RESULTS OF OPERATIONS - continued
Currently, the Company has eight retail locations. In May 2001, the
Company opened a store in the Columbus, Ohio market which replaced a
significantly smaller store in this market. Any additional stores opened
later this year would be located in an existing market. The Company
experiences seasonal fluctuations and expects retail sales to be higher
in the second and third calendar quarters than in the first and fourth
calendar quarters, reflecting consumer purchasing cycles.
Recycling revenues for the three and six months ended June 30, 2001
increased by $2,332,000 or 91% and $3,522,000 or 83%, respectively, from
the same periods in the prior year. The increases in recycling revenues
were primarily due to an increase in refrigerator recycling volumes
principally related to the Summer Initiative contract with Southern
California Edison Company ("Edison"). The Company is in the second year
of a two-year contract with Edison for its refrigerator recycling
program which runs through December 30, 2001. The Company expects the
2001 volume for this contract to be at approximately the same level as
2000. This two-year contract does not provide for a minimum number of
refrigerators to be recycled in either 2000 or 2001. The timing and
amount of revenues will be dependent on advertising by Edison.
The Company has another contract with Edison ("Summer Initiative") for a
recycling program in the service areas of Pacific Gas & Electric (the
San Francisco Bay area) and San Diego Gas & Electric. Under this
contract, the Company expects to recycle approximately 30,000 to 40,000
additional units through the end of 2001. However, during the second
quarter the program goal for orders was reached. During the third
quarter, the recycling will be completed for these orders. The Company
began the Summer Initiative in September 2000 and was fully operational
in the first quarter of 2001. The Company is responsible for advertising
for the Summer Initiative.
In June 2001, the Company signed a contract ("the Appliance Early
Retirement and Recycling Program") with the California Public Utilities
Commission ("CPUC") to operate a refrigerator/freezer/room air
conditioner recycling program in San Diego and surrounding areas; a
six-county region in California's Central Valley, including the cities
of Fresno and Stockton; and the seven-county Bay Area, including the
city of San Francisco. The Company started taking customer orders for
the Appliance Early Retirement and Recycling Program in San Diego in
June. The program will be launched in the Central Valley and Bay Area in
September. The CPUC has budgeted $14 million to fund the recycling
program. The budget allocation includes $50 incentive payments to
participants for refrigerators and freezers and $25 incentive payments
for room air conditioners. Initial significant revenues from the new
program are anticipated in the second half of this year. The program is
a one-year contract through May 31, 2002.
The recent energy crisis in California has not had a material adverse
effect on the Company's operations. However, there can be no assurance
that it will not have an adverse effect in the future if Edison is
unable to perform under the terms of its contracts with the Company.
8
RESULTS OF OPERATIONS - continued
Byproduct revenues for the three months ended June 30, 2001 increased to
$270,000 from $246,000 in the same period of 2000. The increase was
primarily due to an increase in the volume of CFCs offset by a decrease
in scrap metal prices. Byproduct revenues for the six months ended June
30, 2001 decreased to $440,000 from $537,000 in the same period of 2000.
The decrease was primarily due to a decrease in scrap metal prices.
Gross profit as a percentage of total revenues for the three and six
months ended June 30, 2001 decreased to 39% and 40%, respectively, from
44% and 45%, respectively, for the three and six months ended July 1,
2000. The decreases were primarily due to higher retail sales of scratch
and dent appliances which have a lower gross margin than sales of
reconditioned appliances and additional non-recurring expenses related
to the Summer Initiative contract. Gross profit as a percentage of total
revenues for future periods can be affected favorably or unfavorably by
numerous factors, including the volume of appliances recycled from the
Edison contracts and the CPUC contract, the mix of retail product sold
during the period and the price and volume of byproduct revenues. The
Company believes that gross profit as a percentage of total revenues for
the year 2001 will approximate the gross profit as a percentage of total
revenues for the first six months of this year.
Selling, general and administrative expenses for the three and six
months ended June 30, 2001 increased by $1,275,000 or 74% and $2,234,000
or 71%, respectively, from the same periods in 2000. Selling expenses
for the three and six months ended June 30, 2001 increased by $721,000
or 103% and $1,515,000 or 129%, respectively, from the same periods in
2000. The increases in selling expenses were primarily due to opening
three additional retail stores during the first six months of 2001 and
increases in advertising and sales commissions and the expense of
operating four additional stores in 2001 as compared to the same period
in the previous year. General and administrative expenses for the three
and six months ended June 30, 2001 increased by $554,000 or 54% and
$719,000 or 36%, respectively, from the same periods in 2000. The
increase in general and administrative expenses was primarily due to an
increase in personnel costs.
Interest expense was $270,000 for the three months and $510,000 for the
six months ended June 30, 2001 compared to $225,000 and $412,000 for the
same periods in 2000. The increase in interest expense was due to a
higher average borrowed amount for the three and six months ended June
30, 2001 than in the same periods in 2000 offset by a decrease in the
effective interest rate on the line of credit.
The Company recorded a provision for income taxes for the three and six
months ended June 30, 2001 of $285,000 and $514,000, respectively,
compared to $246,000 and $342,000 in same periods in 2000. The increase
was due to both greater pre-tax income and a higher effective tax rate
for the three and six months ended June 30, 2001 compared to the same
periods in the prior year.
9
RESULTS OF OPERATIONS - continued
The Company has net operating loss carryovers of approximately
$8,514,000 at June 30, 2001, which are available to reduce taxable
income and in turn income taxes payable in future years. However, future
utilization of these loss carryforwards is subject to certain
limitations under provisions of the Internal Revenue Code including
limitations subject to Section 382, which relate to a 50 percent change
in control over a three-year period, and are further dependent upon the
Company maintaining profitable operations. The Company believes that the
issuance of Common Stock during 1999 resulted in an "ownership change"
under Section 382. Accordingly, the Company's ability to use net
operating loss carryforwards generated prior to February 1999 may be
limited to approximately $46,000 per year. At June 30, 2001, the Company
had recorded cumulative valuation allowances of approximately $4,022,000
against its net deferred tax assets due to the undercertainty of their
realization. The realization of deferred tax assets is dependent upon
sufficient future taxable income during the periods when deductible
temporary differences and carryforwards are expected to become available
to reduce taxable income.
The Company recorded net income of $393,000 or $.13 per diluted share
and $708,000 or $.24 per diluted share for the three months and six
months ended June 30, 2001, respectively, compared to net income of
$341,000 or $.12 per diluted share and $632,000 or $.22 per diluted
share in the same periods of 2000. The increases in net income for the
three and six months ended June 30, 2001 compared to the same periods in
the previous year were primarily due to higher revenues together with
selling, general and administrative expenses as a percentage of revenues
remaining the same for the three and six months ended June 30, 2001
compared to the same periods in the previous year offset by a decrease
in the gross profit as a percentage of total revenues.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company had working capital of $1,439,000 compared
to $1,183,000 at December 30, 2000. Cash and cash equivalents increased
to $546,000 at June 30, 2001 from $302,000 at December 30, 2000. Net
cash used in operating activities was $1,815,000 for the six months
ended June 30, 2001 compared to $462,000 in the same period of 2000. The
cash used in operating activities was primarily due to an increase in
receivables and inventories offset by an increase in accounts payable
and net income for the period.
The Company's capital expenditures for the six months ended June 30,
2001 and July 1, 2000 were approximately $515,000 and $160,000,
respectively. The 2001 capital expenditures were related to the
continued upgrade of computer systems and the purchase of equipment
related to the refrigerator recycling operation. The 2000 capital
expenditures were primarily related to the purchase of computer
equipment.
10
LIQUIDITY AND CAPITAL RESOURCES - continued
As of June 30, 2001, the Company has a $6.0 million line of credit with
a lender. The interest rate as of June 30, 2001 was 10%. The amount of
borrowings available under the line of credit is based on a formula
using receivables and inventories. The line of credit has a stated
maturity date of August 30, 2001, if not renewed, and provides that the
lender may demand payment in full of the entire outstanding balance of
the loan at any time. The line of credit is secured by substantially all
of the Company's assets and requires minimum monthly interest payments
of $16,800 regardless of the outstanding principal balance. The lender
also has an inventory repurchase agreement with Whirlpool Corporation
that secures the line of credit. The line requires that the Company meet
certain financial covenants, provides payment penalties for
noncompliance, limits the amount of other debt the Company can incur,
limits the amount of spending on fixed assets and limits payments of
dividends. At June 30, 2001, the Company had unused borrowing capacity
of $434,000. Currently, the Company is investigating options to replace
or renew its line of credit.
In June 2001, the Company amended its current line of credit to
$6,000,000 with its current lender. The terms under the amendment remain
the same. In July 2001, the Company amended its current line of credit
to $6,300,000 with its current lender. The terms under the amendment
remain the same.
In June 2001, the Company signed a contract ("the Appliance Early
Retirement and Recycling Program") with the California Public Utilities
Commission ("CPUC") to operate a refrigerator/freezer/room air
conditioner recycling program in San Diego and surrounding areas; a
six-county region in California's Central Valley, including the cities
of Fresno and Stockton; and the seven-county Bay Area, including the
city of San Francisco. The Company started taking customer orders for
the Appliance Early Retirement and Recycling Program in San Diego in
June. The program will be launched in the Central Valley and Bay Area in
September. The CPUC has budgeted $14 million to fund the recycling
program. The budget allocation includes $50 incentive payments to
participants for refrigerators and freezers and $25 incentive payments
for room air conditioners. Initial significant revenues from the new
program are anticipated in this year's second half. The program is a
one-year contract through May 31, 2002.
The recent energy crisis in California has not had a material adverse
affect on the Company's operations. However there can be no assurance
that it will not have had adverse effect in the future if Edison is
unable to perform under them terms of its contracts with the Company
11
LIQUIDITY AND CAPITAL RESOURCES - continued
The Company believes, based on the anticipated revenues from the Edison
contract, the Summer Initiative contract, the CPUC contract, the
anticipated sales per retail store and anticipated gross profit, that
its cash balance, anticipated funds generated from operations and its
current line of credit, if renewed in August 2001, will be sufficient to
finance its operations and capital expenditures through December 2001.
The Company's total capital requirements will depend on, among other
things as discussed below, the recycling volumes generated from the
Edison program, the Summer Initiative program and the CPUC program in
2001 and the number and size of retail stores operating during the
fiscal year. Currently, the Company has three recycling centers and
eight retail stores in operation. If revenues are lower than anticipated
or expenses are higher than anticipated or the line of credit cannot be
maintained after August 2001, the Company may require additional capital
to finance operations. Sources of additional financing, if needed in the
future, may include further debt financing or the sale of equity (common
or preferred stock) or other securities. There can be no assurance that
the line of credit will be renewed or replaced or such additional
sources of financing will be available or available on terms
satisfactory to the Company or permitted by the Company's current
lender.
FORWARD-LOOKING STATEMENTS
Statements contained in this quarterly report regarding the Company's
future operations, performance and results, and anticipated liquidity
discussed herein are forward-looking and therefore are subject to
certain risks and uncertainties, including, but not limited to, those
discussed herein. Any forward-looking information regarding the
operations of the Company will be affected primarily by the Company's
continued ability to purchase product from Whirlpool at acceptable
prices, the ability and timing of Edison to deliver units under both its
contracts with the Company and the ability and timing of the CPUC to
deliver units under its contract with the Company. In addition, any
forward-looking information will also be affected by the ability of
individual retail stores to meet planned revenue levels, the rate of
sustainable growth in the number of retail stores, the speed at which
individual retail stores reach profitability, costs and expenses being
realized at higher than expected levels, the Company's ability to secure
an adequate supply of special buy and used appliances for resale and the
continued availability of the Company's current line of credit or the
ability to replace the current line of credit.
12
PART I: ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- --------------------------------------------------------------------------------
MARKET RISK AND IMPACT OF INFLATION
The Company does not believe there is any significant risk related to
interest rate fluctuations on its long-term debt since it has fixed
rates. However, there is interest rate risk on the line of credit since
its interest rate is based on the prime rate. Also, the Company believes
that inflation has not had a material impact on the results of
operations for the three and six-month periods ended June 30, 2001.
However, there can be no assurance that future inflation will not have
an adverse impact on the Company's operating results and financial
condition.
PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1 - LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in various legal
proceedings arising in the normal course of business, none of which
is expected to result in any material loss to the Company or any of
its subsidiaries.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS - None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 26, 2001 the Annual Meeting of Shareholders of Appliance
Recycling Centers of America, Inc. was held to obtain the approval of
shareholders of record as of March 16, 2001 in connection with the
three matters indicated below. Proxies were mailed to the holders of
2,287,369 shares. Following is a brief description of each matter
voted on at the meeting and the number of votes cast for, against or
withheld, as well as the number of abstentions and broker nonvotes,
as to each matter:
Vote
---------------------------------
Matter For Withhold Authority
------ --- ------------------
1. Election of Directors:
Edward R. Cameron 2,032,165 6,808
George B. Bonniwell 2,032,165 6,808
Duane S. Carlson 2,032,090 6,883
Harry W. Spell 2,032,040 6,933
Marvin Goldstein 2,032,190 6,783
13
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - continued
2. Approval and adoption of Amendments to the 1997 Stock Option Plan.
Vote
----------------------------------------------
For Against Abstain Not Voted
--- ------- ------- ---------
1,473,339 85,383 1,707 478,544
3. Ratification of McGladrey & Pullen, LLP as independent public
accountants for fiscal year 2001.
Vote
----------------------------------------------
For Against Abstain Not Voted
--- ------- ------- ---------
2,031,433 6,301 1,239 0
ITEM 5 - EXHIBITS AND REPORTS ON FORM 8-K
(a)(i) Exhibit 10.1 - Agreement dated June 12, 2001 between the
California Public Utilities Commission and Appliance
Recycling Centers of America, Inc.
(ii) Exhibit 10.2 - Agreement dated June 18, 2001 between
Spectrum Commercial Services Company and Appliance
Recycling Centers of America, Inc.
(iii) Exhibit 10.3 - Agreement dated July 26, 2001 between
Spectrum Commercial Services Company and Appliance
Recycling Centers of America, Inc.
(b) The Company filed a Form 8-K on June 25, 2001 announcing
the agreement with the California Public Utilities
Commission.
ITEM 6 - OTHER INFORMATION - None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Appliance Recycling Centers of America, Inc.
--------------------------------------------
Registrant
Date: August 10, 2001 /s/ Edward R. Cameron
---------------------------------------
Edward R. Cameron
President
Date: August 10, 2001 /s/ Linda Koenig
---------------------------------------
Linda Koenig
Controller
15