10-Q 1 l90875ae10-q.txt ACORN PRODUCTS FORM 10-Q UNITED STATES 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 September 30, 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: 6,062,359 shares of Common Stock, $.001 par value, were outstanding at November 12, 2001. FORM 10-Q ACORN PRODUCTS, INC. TABLE OF CONTENTS -----------------
PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 3 December 31, 2000 and September 30, 2001 Consolidated Statements of Operations for the Three Months 4 and Nine Months Ended October 1, 2000 and September 30, 2001 Consolidated Statements of Cash Flows for the Nine Months 5 Ended October 1, 2000 and September 30, 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 6. Exhibits and Reports on Form 8-K 12 Signatures 13
2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ACORN PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
December 31, 2000 September 30, 2001 ----------------- ------------------ (Unaudited) ASSETS Current assets: Cash $ 596 $ 1,198 Accounts receivable, less allowance for doubtful accounts 14,541 11,688 and sales allowances ($2,125 and $1,398, respectively) Inventories, less reserves for excess and obsolete inventory 24,488 21,252 ($1,523 and $834, respectively) Prepaids and other current assets 616 472 -------- -------- Total current assets 40,241 34,610 Property, plant and equipment, net of accumulated depreciation 14,096 11,901 Goodwill, net of accumulated amortization 26,813 26,156 Other intangible assets 731 554 -------- -------- Total assets $ 81,881 $ 73,221 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving credit facility $ 19,787 $ 14,798 Acquisition facility 15,342 14,878 Junior participation term loan note 6,707 7,489 Accounts payable 7,196 5,745 Accrued expenses 7,307 7,405 Income taxes payable 50 46 Other current liabilities 211 208 -------- -------- Total current liabilities 56,600 50,569 Other long-term liabilities 2,971 741 -------- -------- Total liabilities 59,571 51,310 Stockholders' equity: Common stock, par value of $.001 per share, 20,000,000 shares 78,262 78,262 authorized, 6,464,105 shares issued at December 31, 2000 and September 30, 2001, and 6,062,159 and 6,062,359 shares outstanding at December 31, 2000 and September 30, 2001 Contributed capital-stock options 460 460 Accumulated other comprehensive loss (1,551) (1,551) Retained earnings (deficit) (52,600) (52,999) -------- -------- 24,571 24,172 Common stock in treasury, 401,946 shares at December 31, (2,261) (2,261) 2000 and 401,746 shares at September 30, 2001 -------- -------- Total stockholders' equity 22,310 21,911 -------- -------- Total liabilities and stockholders' equity $ 81,881 $ 73,221 ======== ========
See accompanying notes. 3 ACORN PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Three Months Ended For the Nine Months Ended -------------------------- ------------------------- October 1, 2000 September 30, 2001 October 1, 2000 September 30, 2001 --------------- ------------------ --------------- ------------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net sales $22,098 $18,097 $98,005 $75,841 Cost of goods sold 18,803 13,079 78,300 56,803 ------- ------- ------- ------- Gross profit 3,295 5,018 19,705 19,038 Selling, general and 5,688 4,476 17,458 13,350 administrative expenses Interest expense 1,701 1,616 5,413 5,184 Asset impairment charge 0 0 4,402 0 Amortization of goodwill 181 218 747 656 Other expenses, net 1,396 (35) 1,641 183 ------- ------- ------- ------- Loss before income taxes (5,671) (1,257) (9,956) (335) Income taxes 21 21 61 63 ------- ------- ------- ------- Net loss ($5,692) ($1,278) ($10,017) ($398) ======= ======= ======= ======= Comprehensive loss ($5,692) ($1,278) ($10,017) ($398) ======= ======= ======= ======= Per Share Data (Basic and Diluted): Net loss - basic and diluted ($0.94) ($0.21) ($1.65) ($0.07) ======= ======= ======= ======= Weighted average shares 6,058,728 6,062,359 6,055,789 6,062,359 outstanding - ========= ========= ========= ========= basic and diluted
See accompanying notes. 4 ACORN PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
For the Nine Months Ended ----------------------------------- October 1, 2000 September 30, 2001 --------------- ------------------ (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net cash provided by operating activities $ 9,563 $ 5,820 Cash Flows From Investing Activities: Purchases of property, plant and equipment, net (1,193) (534) Net proceeds from sale of assets 1,305 0 -------- -------- Net cash provided by (used in) investing activities 112 (534) Cash Flows From Financing Activities: Net activity on revolving loan (10,664) (4,988) Proceeds from issuance of long-term debt 322 0 Repayment of long-term debt 0 (478) Purchase of treasury stock 86 0 Subordinated debt 0 782 -------- -------- Net cash used in financing activities (10,256) (4,684) -------- -------- Net increase (decrease) in cash (581) 602 Cash at beginning of period 1,326 596 -------- -------- Cash at end of period $ 745 $ 1,198 ======== ======== Interest paid $ 4,058 $ 3,009 ======== ========
See accompanying notes. 5 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 September 30, 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 September 30, 2001 ----------------- ------------------ (in thousands) Finished goods $11,349 $11,601 Work in process 6,652 5,699 Raw materials and supplies 6,487 3,952 ------- ------- Total inventories $24,488 $21,252
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 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 challenged these actions by taking legal action. The issue was resolved in the Company's favor, that the Company had reserved the rights to modify or terminate the benefits within the context of each plan document. In the first nine months of 2001, the Company recognized a gain of approximately $2,000,000 less related expenses in connection with 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 6 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. On October 4, 2001, the Company entered into a seventeenth amendment to the amended and restated credit facility (the "seventeenth amendment"), the terms of which extended certain of the covenants covered in 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. 7 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 SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED OCTOBER 1, 2000 Net Sales. Net sales decreased 18.1%, or $4.0 million, to $18.1 million in the third quarter of fiscal 2001 compared to $22.1 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 third quarter of fiscal 2001. Gross Profit. Gross profit increased 52.3%, or $1.7 million, to $5.0 million for the third quarter of fiscal 2001 compared to $3.3 million in the comparable period of fiscal 2000. Gross margin increased to 27.7% for the third quarter of fiscal 2001 compared to 14.9% in the comparable period of fiscal 2000. The majority of the increase in gross profit and gross margin was due to the net favorable effect of changes in certain employee benefit plans, including the termination of certain retiree medical and life benefits, which resulted in a one-time gain of $1.5 million less related expenses. Gross profit and gross margin were also favorably influenced by continued cost improvements partially 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 $1.2 million, or 21.3%, to $4.5 million for the third quarter of fiscal 2001 versus $5.7 million in the comparable period of fiscal 2000. As a percentage of net sales, selling, general and administrative expenses decreased to 24.7% in the third quarter of fiscal 2001 as compared to 25.7% 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 $2.9 million, or 122.7%, to a profit of $0.5 million for the third quarter of fiscal 2001 compared to a loss of $2.4 million in the comparable period of fiscal 2000. The increase in operating profit for the third quarter was primarily due to the items discussed above. Interest Expense. Interest expense decreased $0.1 million, to $1.6 million for the third quarter of fiscal 2001 compared to $1.7 million in the comparable period of fiscal 2000. The decrease was primarily due to lower interest rates and slightly lower debt levels, partially offset by costs incurred to extend our credit facility, expensed during the third quarter of fiscal 2001. Amortization of Goodwill and Other Expenses, Net. Other expenses, net, including amortization of goodwill, decreased $1.4 million to $0.2 million for the third quarter of fiscal 2001 compared to $1.6 million in the comparable period of fiscal 2000. The decrease in other expenses is primarily due to the loss on sale of assets used in the manufacture and sale of watering products recognized in the third quarter of fiscal 2000, absent in fiscal 2001. 8 Loss Before Income Taxes. Loss before income taxes improved to a loss of $1.3 million for the third quarter of fiscal 2001 compared to $5.7 million in the comparable period of fiscal 2000. The improvement was attributed primarily to the items discussed above. Net Loss. Net loss was $1.3 million for the third quarter of fiscal 2001 compared to $5.7 million in the comparable period of fiscal 2000. Net loss per share (basic and diluted) was $0.21 for the third 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 $0.94 (basic and diluted) for the comparable period of fiscal 2000, based on a weighted average number of shares outstanding of approximately 6.1 million. NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED OCTOBER 1, 2000 Net Sales. Net sales decreased 22.6%, or $22.2 million, to $75.8 million for the first nine months of fiscal 2001 compared to $98.0 million in the comparable period of fiscal 2000. The decline in net sales was driven by a drop in the sale of long handled tools, caused by soft demand during the spring season and the credit condition of a few key customers, limiting our ability to ship their full demand in the first nine 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 nine months of fiscal 2001. Gross Profit. Gross profit decreased 3.4%, or $0.7 million, to $19.0 million for the first nine months of fiscal 2001 compared to $19.7 million in the comparable period of fiscal 2000. Gross margin increased to 25.1% for the first nine months of fiscal 2001 from 20.1% for the comparable period of fiscal 2000. The decrease in gross profit was due to lower sales volume and the related loss of overhead absorption from lower production levels, partially offset by continued cost improvements and the net favorable effect of changes in certain employee benefit plans, including the termination of certain retiree medical and life benefits, which resulted in a one-time gain of $2.0 million less related expenses. Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $4.1 million, or 23.5%, to $13.4 million for the first nine months of fiscal 2001 versus $17.5 million in the comparable period of fiscal 2000. As a percentage of net sales, selling, general and administrative expenses decreased to 17.6% in the first nine months of fiscal 2001 as compared to 17.8% 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 in response to lower sales volume, including the effect of the discontinuation of watering products. Operating Profit. Operating profit (gross profit less selling, general and administrative expenses) increased $3.4 million, or 153.1%, to a profit of $5.7 million for the first nine months of fiscal 2001 compared to a profit of $2.2 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 $0.2 million, to $5.2 million for the first nine months of fiscal 2001 compared to $5.4 million in the comparable period of fiscal 2000. The decrease was primarily due to lower interest rates and debt levels partially offset by costs incurred to extend our credit facility. Amortization of Goodwill and Other Expenses, Net. Other expenses, net, including amortization of goodwill, decreased to $0.8 million for the first nine months of fiscal 2001 compared to $2.4 million in the comparable period of fiscal 2000. The decrease in other expenses is primarily due to the loss on sale of assets used in the manufacture and sale of watering products recognized in the third quarter of fiscal 2000, absent in fiscal 2001. Asset Impairment Charge. An asset impairment charge of $4.4 million was recognized for the first nine 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 in the comparable period of fiscal 2001. 9 Loss Before Income Taxes. Loss before income taxes improved to a loss of $0.3 million for the first nine months of fiscal 2001 compared to a loss of $10.0 million in the comparable period of fiscal 2000. The improvement was attributed primarily to the items discussed above. Net Loss. Net loss was $0.4 million for the first nine months of fiscal 2001 compared to a loss of $10.0 million in the comparable period of fiscal 2000. Net loss per share was $0.07 (basic and diluted) for the first nine 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 $1.65 (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. 10 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. On October 4, 2001, the Company entered into a seventeenth amendment to the amended and restated credit facility (the "seventeenth amendment"), the terms of which extended certain of the covenants covered in 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 effected 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 third quarter of fiscal 2001 and the comparable period of 2000. 11 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. EXHIBIT EXHIBIT NUMBER DESCRIPTION 10.1 Sixteenth Amendment to Amended and Restated Credit Agreement. 10.2 Seventeenth Amendment to Amended and Restated Credit Agreement. (b) REPORTS ON FORM 8-K. None. 12 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: November 14, 2001 By: /s/ A. Corydon Meyer --------------------------------------- A. Corydon Meyer, President and Chief Executive Officer (Principal Executive Officer) Date: November 14, 2001 By: /s/ John G. Jacob --------------------------------------- John G. Jacob, Vice President and Chief Financial Officer (Principal Financial Officer) 13 ACORN PRODUCTS, INC. AND SUBSIDIARIES FORM 10-Q EXHIBIT INDEX EXHIBIT EXHIBIT NUMBER DESCRIPTION 10.1 Sixteenth Amendment to Amended and Restated Credit Agreement. 10.2 Seventeenth Amendment to Amended and Restated Credit Agreement. 14