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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2001
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-22717
ACORN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3265462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
390 WEST NATIONWIDE BOULEVARD, COLUMBUS, OHIO 43215
(Address of principal executive offices, including zip code)
(614) 222-4400
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
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 the
filing requirements for at least the past 90 days. YES X NO_____
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 6,062,159 shares of
Common Stock, $.001 par value, were outstanding at August 1, 2001.
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FORM 10-Q
ACORN PRODUCTS, INC.
TABLE OF CONTENTS
-----------------
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
December 31, 2000 and July 1, 2001
Consolidated Statements of Operations for the Three Months 4
And Six Months Ended July 2, 2000 and July 1, 2001
Consolidated Statements of Cash Flows for the Six Months 5
Ended July 2, 2000 and July 1, 2001
Interim Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
December 31, 2000 July 1, 2001
--------------------- ----------------
(Unaudited)
ASSETS
Current assets:
Cash $596 $1,447
Accounts receivable, less allowance for doubtful accounts 14,541 21,682
and sales allowances ($2,125 and $2,561, respectively)
Inventories, less reserves for excess and obsolete inventory 24,488 20,053
($1,523 and $833, respectively)
Prepaids and other current assets 616 313
--------------------- ----------------
Total current assets 40,241 43,495
Property, plant and equipment, net of accumulated depreciation 14,096 12,646
Goodwill, net of accumulated amortization 26,813 26,375
Other intangible assets 731 645
--------------------- ----------------
Total assets $81,881 $83,161
===================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facility $19,787 $23,583
Acquisition facility 15,342 15,111
Junior participation term loan note 6,707 7,120
Accounts payable 7,196 5,151
Accrued expenses 7,307 6,414
Income taxes payable 50 44
Other current liabilities 211 208
--------------------- ----------------
Total current liabilities 56,600 57,631
Other long-term liabilities 2,971 2,340
--------------------- ----------------
Total liabilities 59,571 59,971
Stockholders' equity:
Common stock, par value of $.001 per share, 20,000,000 shares 78,262 78,262
authorized, 6,464,105 shares issued, and 6,062,159 shares
outstanding at December 31, 2000 and July 1, 2001
Contributed capital-stock options 460 460
Accumulated other comprehensive loss (1,551) (1,551)
Retained earnings (deficit) (52,600) (51,720)
--------------------- ----------------
24,571 25,451
Common stock in treasury, 401,946 shares at (2,261) (2,261)
December 31, 2000 and July 1, 2001
--------------------- ----------------
Total stockholders' equity 22,310 23,190
--------------------- ----------------
Total liabilities and stockholders' equity $81,881 $83,161
===================== ================
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Three Months Ended For the Six Months Ended
------------------------------ ------------------------------
July 2, 2000 July 1, 2001 July 2, 2000 July 1, 2001
------------- -------------- ------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net sales $35,170 $29,428 $75,907 $57,744
Cost of goods sold 27,621 23,099 59,497 43,724
------------- -------------- ------------- --------------
Gross profit 7,549 6,329 16,410 14,020
Selling, general and administrative expenses 5,784 4,665 11,770 8,874
Interest expense 1,885 1,730 3,712 3,568
Asset impairment charge 4,402 0 4,402 0
Amortization of goodwill 297 218 566 438
Other expenses, net 139 174 245 218
------------- -------------- ------------- --------------
Income (loss) before income taxes (4,958) (458) (4,285) 922
Income taxes 20 21 40 42
------------- -------------- ------------- --------------
Net income (loss) ($4,978) ($479) ($4,325) $880
============= ============== ============= ==============
Comprehensive income (loss) ($4,978) ($479) ($4,325) $880
============= ============== ============= ==============
Per Share Data (Basic and Diluted):
Net income (loss) - basic ($0.82) ($0.08) ($0.71) $0.15
============= ============== ============= ==============
Net income (loss) - diluted ($0.82) ($0.08) ($0.71) $0.14
============= ============== ============= ==============
Weighted average shares outstanding - basic 6,058,728 6,062,159 6,052,639 6,062,159
============= ============== ============= ==============
Weighted average shares outstanding - diluted 6,058,728 6,062,159 6,052,639 6,078,065
============= ============== ============= ==============
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For the Six Months Ended
----------------------------------------
July 2, 2000 July 1, 2001
----------------- -----------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities ($4,266) ($2,603)
Cash Flows From Investing Activities:
Purchases of property, plant and equipment, net (134) (417)
----------------- -----------------
Net cash provided by (used in) investing activities (134) (417)
Cash Flows From Financing Activities:
Net activity on revolving loan 4,072 3,797
Proceeds from subordinated debt 0 413
Principal payment on long-term debt 0 (339)
----------------- -----------------
Net cash provided by (used in) financing activities 4,072 3,871
----------------- -----------------
Net increase (decrease) in cash (328) 851
Cash at beginning of period 1,326 596
----------------- -----------------
Cash at end of period $998 $1,447
================= =================
Interest paid $3,022 $2,758
================= =================
See accompanying notes.
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ACORN PRODUCTS, INC. AND SUBSIDIARIES
INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Footnote disclosure which would substantially duplicate the
disclosure contained in the Annual Report to Stockholders for the year ended
December 31, 2000 has not been included. The unaudited interim consolidated
financial statements reflect all adjustments (consisting of normal recurring
adjustments), that in the opinion of management, are necessary to a fair
statement of results for the periods presented and to present fairly the
consolidated financial position of Acorn Products, Inc. (the "Company") as of
July 1, 2001.
The lawn and garden industry is seasonal in nature, with a
high proportion of sales and operating income generated in January through June.
Accordingly, the Company's sales tend to be greater during those months. As a
result, operating results depend significantly on the spring selling season. To
support this sales peak, the Company must anticipate demand and build
inventories of finished goods throughout the fall and winter. Accordingly,
inventory levels tend to be at their highest, relative to sales, during the last
six months of the year. The seasonality of sales also causes variability in
selling, general and administrative expenses as a percentage of net sales, with
the fixed component of these expenses driving a lower percentage relationship to
net sales in the first half of the year and a higher percentage relationship to
net sales in the second half of the year.
Weather is the most significant factor in determining market
demand for the Company's products and is inherently unpredictable. Fluctuations
in weather can be favorable or unfavorable for the sale of lawn and garden
equipment. Management believes that a longer winter weather pattern across the
country negatively affected spring season purchases.
2. Inventories of Acorn Products, Inc. are stated at the lower of cost
or market. Cost is determined using the first-in, first-out (FIFO) method.
Inventories consist of the following:
December 31, 2000 July 1, 2001
-------------------- -----------------
(in thousands)
Finished goods $11,349 $10,655
Work in process 6,652 5,733
Raw materials and supplies 6,487 3,665
-------------------- -----------------
Total inventories $24,488 $20,053
3. In July 2000, the FASB's Emerging Issues Task Force (EITF) issued
EITF 00-10, Accounting for Shipping and Handling Fees and Costs. In accordance
with the provisions of this EITF, the Company has reclassified freight expenses
from sales to cost of goods sold for the first two quarters of fiscal 2000.
4. In February 2001, the Company, acting in its capacity as plan
sponsor and policy holder, notified certain of its retirees of its decision to
eliminate retiree medical and life benefits. The amended change in the
post-retirement benefit plans is effective in the second quarter of fiscal 2001.
Subsequently, certain of the Company's retirees challenging its actions have
taken legal action. While the Company's actions have been disputed, the Company
has reserved the rights to modify or terminate the benefits within the context
of each plan document. In the first quarter of 2001, the Company recognized a
gain of approximately $500,000 related to the termination of these benefits.
5. The Company's consolidated financial statements have been presented
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company is
substantially dependent upon borrowings under its credit facility.
On August 9, 2001, the Company entered into a sixteenth
amendment to the amended and restated credit facility (the "sixteenth
amendment"), the terms of which it believes will be sufficient to fund
operations through April 30, 2002, the revised term of the facility. The
sixteenth amendment provides for a $35 million revolving credit facility (the
"Revolving Facility") from January 1 through June 30 ($25 million from July 1
through October 31; $30 million from November 1 through December 31). Available
borrowings under the Revolving Facility are based on specified percentages of
accounts receivable and inventory. In addition, the sixteenth amendment
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provides for scheduled loan payments to be applied on a pro rata basis to the
outstanding balances under the Company's acquisition loans and Revolving
Facility. The scheduled loan payments are as follows:
DATE PAYMENT
-------------------- ----------------------------------
July 23, 2001 $350,000
September 30, 2001 $350,000
December 31, 2001 $350,000
March 31, 2002 $350,000
April 30, 2002 Entire remaining principal balance
of the acquisition loans,
together with all accrued but
unpaid interest thereon, and
all other obligations, shall
be due and payable in full.
The sixteenth amendment contains certain covenants, which,
among other things, require the Company to maintain specified financial ratios
and satisfy certain tests, including maintaining cumulative EBITDA above
specified levels, and places limits on future capital expenditures. The
sixteenth amendment also maintains the negative covenants that existed under the
previous credit facility. In addition, in compliance with the requirements of
the sixteenth amendment, the Company has engaged investment bankers to identify
strategic alternatives.
Borrowings under the sixteenth amendment bear interest at
either the bank prime rate plus a margin of 3% or, at the Company's option, the
LIBOR rate plus a margin of 4%. Interest is due and payable monthly in arrears.
In addition, the Company is required to pay a fee of 0.5% per year on the unused
portion of the Revolving Facility. The sixteenth amendment also includes a
"success fee" of approximately $1,750,000. The success fee can be reduced to a
minimum of $500,000 based upon the Company satisfying certain provisions within
the sixteenth amendment.
Borrowings under the amended facility are secured by
substantially all of the assets of UnionTools and are guaranteed by Acorn. The
Acorn guarantee is secured by a pledge of all the capital stock of UnionTools.
6. In June 2001, the FASB issued Statements of Financial Accounting
Standards No. 141, Business Combinations, and No. 142, Goodwill and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.
The Company will apply the new rules on accounting for
goodwill and other intangible assets beginning in the first quarter of 2002.
Application of the nonamortization provisions of the Statement is expected to
result in an increase in net income of $875,000 ($0.14 per share) per year.
During 2002, the Company will perform the first of the required impairment tests
of goodwill as of January 1, 2002 and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Company's consolidated financial statements and the other financial information
included elsewhere in this Quarterly Report on Form 10-Q, as well as the factors
set forth under the caption "Forward-Looking Information" below.
FORWARD-LOOKING INFORMATION
Statements in the following discussion that indicate the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements. Additional information concerning factors that could
cause actual results to differ materially from those suggested in the
forward-looking statements is contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 as
well as in the Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 18, 1997, as amended on October 29, 1998 and November
12, 1999, and as the same may be amended from time to time.
THREE MONTHS ENDED JULY 1, 2001 COMPARED TO THREE MONTHS ENDED JULY 2, 2000
Net Sales. Net sales decreased 16.3%, or $5.8 million, to $29.4 million
in the second quarter of fiscal 2001 compared to $35.2 million in the comparable
period of fiscal 2000. The decline in net sales reflects the discontinuation of
the sale and manufacture of watering products and the ongoing rationalization of
customers and products within our custom injection molding product line. There
was also a decrease in the sale of long handled tools, primarily due to the
credit condition of a few key customers, limiting our ability to ship their full
demand in the second quarter of fiscal 2001.
Gross Profit. Gross profit decreased 16.2%, or $1.2 million, to $6.3
million for the second quarter of fiscal 2001 compared to $7.5 million in the
comparable period of fiscal 2000. Gross margin was essentially flat at 21.5% for
the second quarter of fiscal 2001 and for the comparable period of fiscal 2000.
The decrease in gross profit was due to lower sales volume. The gross margin was
influenced by continued cost improvements offset by the loss of overhead
absorption due to lower production levels in response to the decline in sales.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $1.1 million, or 19.4%, to $4.7 million for
the second quarter of fiscal 2001 versus $5.8 million in the comparable period
of fiscal 2000. As a percentage of net sales, selling, general and
administrative expenses decreased to 15.9% in the second quarter of fiscal 2001
as compared to 16.4% in the comparable period of fiscal 2000. The improvement in
selling, general and administrative expenses is due to cost reductions in sales
support costs and administrative overhead, including the effect of the
discontinuation of watering products.
Operating Profit. Operating profit (gross profit less selling, general
and administrative expenses) decreased $0.1 million, or 5.7%, to a profit of
$1.7 million for the second quarter of fiscal 2001 compared to a profit of $1.8
million in the comparable period of fiscal 2000. The decrease in operating
profit for the second quarter was primarily due to the items discussed above.
Interest Expense. Interest expense decreased $0.2 million, to $1.7
million for the second quarter of fiscal 2001 compared to $1.9 million in the
comparable period of fiscal 2000. The benefit of lower debt levels was partially
offset by higher financing and related costs.
Amortization of Goodwill and Other Expenses, Net. Other expenses, net,
including amortization of goodwill, was essentially flat at $0.4 million in the
second quarter of fiscal 2001 and the comparable period of fiscal 2000.
Asset Impairment Charge. An asset impairment charge of $4.4 million was
recognized in the second quarter of fiscal 2000 based on management review of
the net realizable value on long-lived assets, specifically the value of
goodwill related to the acquisitions of the Company's watering product line.
There was no asset impairment charge taken in the comparable period of fiscal
2001.
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Loss Before Income Taxes. Loss before income taxes improved to a loss
of $0.5 million for the second quarter of fiscal 2001 compared to $5.0 million
in the comparable period of fiscal 2000. The improvement was attributed
primarily to the items discussed above.
Net Loss. Net loss was $0.5 million for the second quarter of fiscal
2001 compared to $5.0 million in the comparable period of fiscal 2000. Net loss
per share (basic and diluted) was $0.08 for the second quarter of fiscal 2001
based on a weighted average number of shares outstanding of approximately 6.1
million, compared to net loss per share of $0.82 (basic and diluted) for the
comparable period of fiscal 2000, based on a weighted average number of shares
outstanding of approximately 6.1 million.
SIX MONTHS ENDED JULY 1, 2001 COMPARED TO SIX MONTHS ENDED JULY 2, 2000
Net Sales. Net sales decreased 23.9%, or $18.2 million, to $57.7
million for the first six months of fiscal 2001 compared to $75.9 million in the
comparable period of fiscal 2000. The decline in net sales was driven by a 17%
drop in the sale of long handled tools, caused by soft demand and the credit
condition of a few key customers, limiting our ability to ship their full demand
in the first six months of fiscal 2001. We believe the soft demand has been
industry wide and resulted from customer actions to manage to lower retail
inventories, as well as, a longer winter weather pattern across the country that
negatively effected spring season purchases. The discontinuation of the sale and
manufacture of watering products and the ongoing rationalization of customers
and products within our custom injection molding product line also contributed
to the decline in net sales in the first six months of fiscal 2001.
Gross Profit. Gross profit decreased 14.6%, or $2.4 million, to $14.0
million for the first six months of fiscal 2001 compared to $16.4 million in the
comparable period of fiscal 2000. Gross margin increased to 24.3% for the first
six months of fiscal 2001 from 21.6% for the comparable period of fiscal 2000.
The decrease in gross profit was due to lower sales volume partially offset by
cost improvements in the manufacturing and logistical processes of the Company.
The increase in gross margin was driven by cost improvements which includes the
effect of rationalizing products and customers, as well as, the reduction of
certain employee benefit programs, including post-retirement medical benefits.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $2.9 million, or 24.6%, to $8.9 million for
the first six months of fiscal 2001 versus $11.8 million in the comparable
period of fiscal 2000. As a percentage of net sales, selling, general and
administrative expenses decreased to 15.4% in the first six months of fiscal
2001 as compared to 15.5% in the comparable period of fiscal 2000. The decrease
in selling, general and administrative expenses is due to cost reductions in
sales support costs and administrative overhead, including the effect of the
discontinuation of watering products.
Operating Profit. Operating profit (gross profit less selling, general
and administrative expenses) increased $0.5 million, or 10.9%, to a profit of
$5.1 million for the first six months of fiscal 2001 compared to a profit of
$4.6 million in the comparable period of fiscal 2000. The increase in operating
profit was primarily due to the items discussed above.
Interest Expense. Interest expense decreased $0.1 million, to $3.6
million for the first six months of fiscal 2001 compared to $3.7 million in the
comparable period of fiscal 2000. The benefit of lower debt levels was offset by
higher financing and related costs.
Amortization of Goodwill and Other Expenses, Net. Other expenses, net,
including amortization of goodwill, decreased to $0.7 million for the first six
months of fiscal 2001 compared to $0.8 million in the comparable period of
fiscal 2000.
Asset Impairment Charge. An asset impairment charge of $4.4 million was
recognized for the first six months of fiscal 2000 based on management review of
the net realizable value on long-lived assets, specifically the value of
goodwill related to the acquisitions of the Company's watering product line.
There was no asset impairment charge taken in the comparable period of fiscal
2001.
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Income (Loss) Before Income Taxes. Income (loss) before income taxes
improved to a profit of $0.9 million for the first six months of fiscal 2001
compared to a loss of $4.3 million in the comparable period of fiscal 2000. The
improvement was attributed primarily to the items discussed above.
Net Income (Loss). Net income was $0.9 million for the first six months
of fiscal 2001 compared to a loss of $4.3 million in the comparable period of
fiscal 2000. Net income per share was $0.15 (basic) and $0.14 (diluted) for the
first six months of fiscal 2001 based on a weighted average number of shares
outstanding of approximately 6.1 million, compared to net loss per share of
$0.71 (basic and diluted) for the comparable period of fiscal 2000, based on a
weighted average number of shares outstanding of approximately 6.1 million.
SEASONAL AND QUARTERLY FLUCTUATIONS
The lawn and garden industry is seasonal in nature, with a high
proportion of sales and operating income generated in January through June.
Accordingly, the Company's sales tend to be greater during those months. As a
result, operating results depend significantly on the spring selling season. To
support this sales peak, the Company must anticipate demand and build
inventories of finished goods throughout the fall and winter. Accordingly,
inventory levels tend to be at their highest, relative to sales, during the last
six months of the year. The seasonality of sales also causes variability in
selling, general and administrative expenses as a percentage of net sales, with
the fixed component of these expenses driving a lower percentage relationship to
net sales in the first half of the year and a higher percentage relationship to
net sales in the second half of the year. These factors increase variations in
quarterly results of operations and potentially expose the Company to greater
adverse effects of changes in economic and industry trends. Moreover, actual
demand for products may vary substantially from the anticipated demand, leaving
the Company with excess inventory or insufficient inventory to satisfy customer
orders.
LIQUIDITY AND CAPITAL RESOURCES
The Company is substantially dependent upon borrowings under its credit
facility.
On August 9, 2001, the Company entered into a sixteenth amendment to
the amended and restated credit facility (the "sixteenth amendment"), the terms
of which it believes will be sufficient to fund operations through April 30,
2002, the revised term of the facility. The sixteenth amendment provides for a
$35 million revolving credit facility (the "Revolving Facility") from January 1
through June 30 ($25 million from July 1 through October 31; $30 million from
November 1 through December 31). Available borrowings under the Revolving
Facility are based on specified percentages of accounts receivable and
inventory. In addition, the sixteenth amendment provides for scheduled loan
payments to be applied on a pro rata basis to the outstanding balances under the
Company's acquisition loans and Revolving Facility. The scheduled loan payments
are as follows:
DATE PAYMENT
-------------------- ----------------------------------
July 23, 2001 $350,000
September 30, 2001 $350,000
December 31, 2001 $350,000
March 31, 2002 $350,000
April 30, 2002 Entire remaining principal balance
of the acquisition loans,
together with all accrued but
unpaid interest thereon, and
all other obligations, shall
be due and payable in full.
The sixteenth amendment contains certain covenants, which, among other
things, require the Company to maintain specified financial ratios and satisfy
certain tests, including maintaining cumulative EBITDA above specified levels,
and places limits on future capital expenditures. The sixteenth amendment also
maintains the negative covenants that existed under the previous credit
facility. In addition, in compliance with the requirements of the sixteenth
amendment, the Company has engaged investment bankers to identify strategic
alternatives.
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Borrowings under the sixteenth amendment bear interest at either the
bank prime rate plus a margin of 3% or, at the Company's option, the LIBOR rate
plus a margin of 4%. Interest is due and payable monthly in arrears. In
addition, the Company is required to pay a fee of 0.5% per year on the unused
portion of the Revolving Facility. The sixteenth amendment also includes a
"success fee" of approximately $1,750,000. The success fee can be reduced to a
minimum of $500,000 based upon the Company satisfying certain provisions within
the sixteenth amendment.
The Company continues to take actions to generate cash from sources
other than operations, including the evaluation of all non-strategic assets for
purposes of sale, particularly the liquidation of excess or obsolete inventory.
EFFECTS OF INFLATION
The Company is adversely affected by inflation primarily through the
purchase of raw materials, increased operating costs and expenses and higher
interest rates. The Company believes that the effects of inflation on operations
have not been material between the second quarter of fiscal 2001 and the
comparable period of 2000.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its 2001 Annual Meeting of Stockholders on May 30,
2001. Holders of 5,031,236 common shares of the Company were present
representing 83.0% of the Company's common shares issued and
outstanding and entitled to vote at the meeting.
The following persons were elected as members of the Company's Board of
Directors to serve until the annual meeting following their election or
until their successors are duly elected and qualified. Each person
received the number of votes for or the number of votes with authority
withheld indicated below.
Name Votes For Votes Withheld
---- --------- --------------
William W. Abbott 4,860,333 170,903
Matthew S. Barrett 4,860,333 170,903
John J. Kahl 4,860,333 170,903
Stephan A. Kaplan 4,860,333 170,903
John L. Mariotti 4,860,333 170,903
A. Corydon Meyer 4,860,333 170,903
The proposal to approve Ernst & Young LLP as the Company's independent
certified public accountants passed with 5,028,136 shares voting in
favor, 3,000 shares voting against and 100 shares abstaining.
The proposal to approve an amendment increasing the number of common
shares available for issuance under the Company's Non-employee Director
Stock Option Plan from 73,000 to 200,000 passed with 4,789,963 shares
voting in favor, 239,473 shares voting against and 1,800 shares
abstaining.
ITEM 5. OTHER INFORMATION
Effective June 1, 2001, Acorn Director Stephen A. Kaplan resigned as a
director of the Company. The Board of Directors elected Vincent J.
Cebula to the Board of Directors to fill the vacancy created by Mr.
Kaplan's resignation. Mr. Cebula is a Managing Director of Oaktree
Capital Management, LLC, where he has worked since June 1995. From
April 1994 until May 1995, Mr. Cebula was a Senior Vice President of
TCW Asset Management Company. Mr. Cebula serves on the boards of
directors of several private companies.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
None.
(b) REPORTS ON FORM 8-K.
On May 1, 2001, the Company filed with the SEC a report on Form
8-K dated April 30, 2001 (Items 5 and 7).
On May 10, 2001, the Company filed with the SEC a report on Form
8-K dated May 7, 2001 (Items 5 and 7).
On May 17, 2001, the Company filed with the SEC a report on Form
8-K dated May 14, 2001 (Items 5 and 7).
On May 23, 2001, the Company filed with the SEC a report on Form
8-K dated May 21, 2001 (Items 5 and 7).
On June 7, 2001, the Company filed with the SEC a report on Form
8-K dated June 4, 2001 (Items 5 and 7).
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On June 13, 2001, the Company filed with the SEC a report on Form
8-K dated June 5, 2001 (Item 5).
On June 20, 2001, the Company filed with the SEC a report on Form
8-K dated June 15, 2001 (Items 5 and 7).
On June 29, 2001, the Company filed with the SEC a report on Form
8-K dated June 26, 2001 (Items 5 and 7).
On August 10, 2001, the Company filed with the SEC a report on
Form 8-K dated August 10, 2001 (Item 5).
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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.
ACORN PRODUCTS, INC.
Date: August 10, 2001 By: /s/ A. Corydon Meyer
-------------------------------------------------
A. Corydon Meyer, President and Chief Executive
Officer (Principal Executive Officer)
Date: August 10, 2001 By: /s/ John G. Jacob
-------------------------------------------------
John G. Jacob, Vice President and Chief Financial
Officer (Principal Financial Officer)
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