JanOne Inc. - Quarter Report: 2011 October (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended October 1, 2011

 

or

 

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File No. 0-19621

 

APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

 

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 (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x Yes  o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes  x No

 

As of November 7, 2011, there were outstanding 5,492,777 shares of the registrant’s Common Stock, without par value.

 

 

Table of Contents

 

APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

 

INDEX TO FORM 10-Q

 

			Page
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements	2
		Consolidated Balance Sheets as of October 1, 2011 (unaudited) and January 1, 2011	2
		Unaudited Consolidated Statements of Comprehensive Income For the Three and Nine Months Ended October 1, 2011 and October 2, 2010	3
		Unaudited Consolidated Statements of Cash Flows For the Nine Months Ended October 1, 2011 and October 2, 2010	4
		Notes to Unaudited Consolidated Financial Statements	6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.		Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings	29
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.		Defaults Upon Senior Securities	29
Item 5.		Other Information	29
Item 6.		Exhibits	30
SIGNATURES			31

 

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PART I.                 FINANCIAL INFORMATION

 

Item 1.                   Financial Statements

 

APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

		October 1, 2011			January 1, 2011
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	4,700		$	3,065
Accounts receivable, net of allowance of $28 and $44, respectively		8,243			5,030
Inventories, net of reserves of $66 and $286, respectively		19,033			16,593
Other current assets		1,258			519
Deferred tax assets		641			—
Total current assets		33,875			25,207
Property and equipment, net		12,612			11,747
Restricted cash		—			701
Goodwill		1,120			1,120
Other assets		1,288			1,060
Deferred income taxes		304			29
Total assets (a)		$	49,199		$	39,864
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	6,788		$	4,468
Checks issued in excess of bank balance		—			42
Accrued expenses		5,709			4,771
Line of credit		8,835			10,139
Current maturities of long-term obligations		1,082			4,396
Income taxes payable		1,505			60
Total current liabilities		23,919			23,876
Long-term obligations, less current maturities		7,411			2,501
Deferred gain, net of current portion		974			1,340
Total liabilities (a)		32,304			27,717
Commitments and contingencies		—			—
Shareholders’ equity:
Common Stock, no par value; 10,000 shares authorized; issued and outstanding: 5,493 shares at both periods		20,109			19,740
Accumulated deficit		(4,800		)	(9,258		)
Accumulated other comprehensive loss		(414		)	(274		)
Total shareholders’ equity		14,895			10,208
Noncontrolling interest		2,000			1,939
		16,895			12,147
Total liabilities and shareholders’ equity		$	49,199		$	39,864

 

(a)

Assets of , ARCA Advanced Processing, LLC (AAP), our consolidated variable interest entity (VIE) that can only be used to settle obligations of AAP were $11,537 and $10,207 as of October 1, 2011 and January 1, 2011, respectively. Liabilities of AAP for which creditors do not have recourse to the general credit of Appliance Recycling Centers of America, Inc. were $2,201 and $3,774 as of October 1, 2011 and January 1, 2011, respectively.

 

See Notes to Consolidated Financial Statements.

 

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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Except Per Share Amounts)

 

		Three Months Ended						Nine Months Ended
		October 1, 2011			October 2, 2010			October 1, 2011			October 2, 2010
Revenues:
Retail		$	18,745		$	16,771		$	56,349		$	56,508
Recycling		11,350			6,544			26,700			17,159
Byproduct		5,762			4,023			15,625			9,148
Total revenues		35,857			27,338			98,674			82,815
Costs of revenues		25,766			18,477			69,947			57,250
Gross profit		10,091			8,861			28,727			25,565
Selling, general and administrative expenses		7,163			7,543			22,018			22,790
Operating income		2,928			1,318			6,709			2,775
Other income (expense):
Interest expense, net		(278		)	(245		)	(880		)	(742		)
Other income (expense), net		56			15			(18		)	5
Income before income taxes and noncontrolling interest		2,706			1,088			5,811			2,038
Provision for income taxes		1,000			166			1,292			395
Net income		1,706			922			4,519			1,643
Net (income) loss attributable to noncontrolling interest		50			(37		)	(61		)	63
Net income attributable to controlling interest		$	1,756		$	885		$	4,458		$	1,706
Income per common share:
Basic		$	0.32		$	0.16		$	0.81		$	0.33
Diluted		$	0.30		$	0.16		$	0.77		$	0.32
Weighted average common shares outstanding:
Basic		5,493			5,493			5,493			5,191
Diluted		5,821			5,686			5,809			5,400
Net income		$	1,706		$	922		$	4,519		$	1,643
Other comprehensive income (loss), net of tax:
Effect of foreign currency translation adjustments		(225		)	67			(140		)	38
Total other comprehensive income (loss), net of tax		(225		)	67			(140		)	38
Comprehensive income		1,481			989			4,379			1,681
Comprehensive loss (income) attributable to noncontrolling interest		50			(37		)	(61		)	63
Comprehensive income attributable to controlling interest		$	1,531		$	952		$	4,318		$	1,744

 

See Notes to Consolidated Financial Statements.

 

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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

 

		Nine Months Ended
		October 1,			October 2,
		2011			2010
Operating activities
Net income		$	4,519		$	1,643
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization		981			1,062
Share-based compensation		333			336
Amortization of deferred gain		(366		)	(366		)
Amortization of debt issuance costs		142			—
Reversal of deferred tax asset valuation allowance		(917		)	—
Excess tax benefits related to share-based compensation		(36		)	—
Other		(4		)	7
Changes in assets and liabilities:
Accounts receivable		(3,213		)	(1,807		)
Inventories		(2,440		)	223
Other current assets		(734		)	(283		)
Other assets		240			(868		)
Accounts payable and accrued expenses		3,250			3,336
Income taxes payable		1,487			(93		)
Net cash flows provided by operating activities		3,242			3,190
Investing activities
Purchase of property and equipment		(1,530		)	(3,022		)
Decrease (increase) in restricted cash		701			(1		)
Proceeds from sale of property and equipment		9			11
Consolidation of AAP		—			31
Net cash flows used in investing activities		(820		)	(2,981		)
Financing activities
Checks issued in excess of cash in bank		(42		)	(410		)
Net borrowings (payments) under line of credit		(1,304		)	273
Payments on debt obligations		(8,062		)	(679		)
Proceeds from issuance of debt obligations		9,400			—
Proceeds from issuance of Common Stock, net of offering costs		—			1,721
Payment of debt issuance costs		(669		)	—
Excess tax benefits related to share-based compensation		36			—
Net cash flows provided by (used in) financing activities		(641		)	905
Effect of changes in exchange rate on cash and cash equivalents		(146		)	32
Increase in cash and cash equivalents		1,635			1,146
Cash and cash equivalents at beginning of period		3,065			2,799
Cash and cash equivalents at end of period		$	4,700		$	3,945

 

See Notes to Consolidated Financial Statements.

 

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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In Thousands)

 

		Nine Months Ended
		October 1,			October 2,
		2011			2010
Supplemental disclosures of cash flow information
Cash payments for interest		$	729		$	732
Cash payments for income taxes		$	721		$	488
Non-cash investing and financing activities
Loan receivable exchanged for equity in AAP		$	—		$	375
Equipment acquired under capital leases and financing arrangements		$	253		$	—
Consolidation of variable interest entity:
Fair value of assets acquired		$	—		$	3,927
Assumed liabilities		$	—		$	1,958

 

See Notes to Consolidated Financial Statements.

 

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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)

 

1.                                      Nature of Business and Basis of Presentation

 

Appliance Recycling Centers of America, Inc. and subsidiaries (“we,” the “Company” or “ARCA”) are in the business of selling new major household appliances through a chain of Company-owned stores under the name ApplianceSmart®.  We also provide turnkey appliance recycling and replacement services for electric utilities and other sponsors of energy efficiency programs.  In addition, we have a 50% interest in a joint venture operating under the name ARCA Advanced Processing, LLC (“AAP”), which recycles appliances from twelve states in the Northeast and Mid-Atlantic regions of the United States for General Electric Company (“GE”) acting through its GE Consumer & Industrial business. These appliances include units manufactured by GE as well as by other manufacturers.

 

The accompanying consolidated financial statements of the Company are unaudited and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and Article 8 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, normal and recurring adjustments and accruals considered necessary for a fair presentation for the periods indicated have been included.  Operating results for the three-month and nine-month periods ended October 1, 2011 and October 2, 2010 are presented using 13-week and 39-week periods, respectively.  The results of operations for any interim period are not necessarily indicative of the results for the year.

 

These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended January 1, 2011 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2011.

 

Principles of consolidation:  The consolidated financial statements include the accounts of Appliance Recycling Centers of America, Inc. and our subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

ARCA Canada Inc., a Canadian corporation, is a wholly-owned subsidiary.  ARCA Canada was formed in September 2006 to provide turnkey recycling services for electric utility energy efficiency programs.  ARCA California, Inc., a California corporation, is a wholly-owned subsidiary.  ARCA California was formed in November 1991 to provide turnkey recycling services for electric utility efficiency programs.  The operating results of ARCA Canada and ARCA California are consolidated in our financial statements.

 

ARCA Advanced Processing, LLC is a joint venture that was formed in October 2009 between ARCA and 4301 Operations, LLC (“4301”) to support ARCA’s agreement, as amended, with GE.  Both ARCA and 4301 have a 50% interest in AAP.  GE sells its recyclable appliances generated from twelve states in the Northeast and Mid-Atlantic regions of the United States to ARCA, which collects, processes and recycles the appliances.  The agreement requires that ARCA will only recycle, and will not sell for re-use or resale, the recyclable appliances purchased from GE. These appliances include units manufactured by GE as well as by other manufacturers.  AAP established a regional processing center (“RPC”) in Philadelphia, Pennsylvania, at which the recyclable appliances are processed.  The term of the agreement is for six years from the first date of appliance collection, which was March 31, 2010.  AAP commenced operations in February 2010 and has the exclusive rights to service the GE agreement as a subcontractor for ARCA.  The financial position and results of operations of AAP are consolidated in our financial statements based on our conclusion that AAP is a variable interest entity and because we have the ability to significantly influence the economic performance of the entity through our contractual agreement with GE.

 

Reclassifications:  Certain prior year items have been reclassified to conform to current year presentation.  We reclassified certain assets between our retail and recycling segments.

 

Fair value of financial instruments:  The following methods and assumptions are used to estimate the fair value of each class of financial instrument:

 

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Cash and cash equivalents, accounts receivable and accounts payable:  Due to their nature and short-term maturities, the carrying amounts approximate fair value.

 

Short- and long-term debt:  The fair value of short- and long-term debt approximates carrying value and has been estimated based on discounted cash flows using interest rates being offered for similar debt having the same or similar remaining maturities and collateral requirements.

 

No separate comparison of fair values versus carrying values is presented for the aforementioned financial instruments since their fair values are not significantly different than their balance sheet carrying amounts.  In addition, the aggregate fair values of the financial instruments would not represent the underlying value of our Company.

 

2.                                Recent Accounting Pronouncements

 

Impairment of Goodwill

 

During December 2010, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard related to goodwill impairment testing.  The new standard requires entities with reporting units with zero or negative carrying amounts to perform step 2 of the goodwill impairment test if qualitative factors indicate that it is more likely than not that a goodwill impairment exists.  Any goodwill impairment recorded upon the adoption of the new standard is required to be recorded as a cumulative-effect adjustment to beginning equity.  The standard is effective for fiscal years beginning after December 15, 2010.  The adoption of the new standard did not have a material effect on our results of operations, financial position or cash flows.

 

Presentation of Comprehensive Income

 

In June 2011, the FASB issued an Accounting Standards Update (“ASU”) related to the presentation of comprehensive income.  This ASU amends the FASB Accounting Standards Codification (“Codification”) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.  The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  This ASU is effective for fiscal years beginning after December 15, 2011.  We elected to early adopt this ASU in the second quarter of 2011 and the adoption did not have a material effect on our results of operations, financial position or cash flows.

 

Testing for Goodwill Impairment

 

In September 2011, the FASB issued an ASU that permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. We plan to early adopt this ASU on December 31, 2011 and do not expect the adoption to have a significant impact on our consolidated results of operations, financial position, or cash flows.

 

3.                                      Significant Accounting Policies

 

Trade receivables:  We carry unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts.  Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions.  We write off trade receivables when we deem them uncollectible.  We record recoveries of trade receivables previously written off when we receive them.  We consider a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days.  We do not charge interest on past due receivables.  Our management considers the allowance for doubtful accounts of $28 and $44 to be adequate to cover any exposure to loss at October 1, 2011 and January 1, 2011, respectively.

 

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Inventories:  Inventories, consisting principally of appliances, are stated at the lower of cost, determined on a specific identification basis, or market and consist of:

 

		October 1, 2011			January 1, 2011
Appliances held for resale		$	18,971		$	16,785
Processed metals from recycled appliances held for resale		128			94
Less provision for inventory obsolescence		(66		)	(286		)
		$	19,033		$	16,593

 

We provide estimated provisions for the obsolescence of our appliance inventories, including adjustments to market, based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions.  We look at historical inventory agings and margin analysis in determining our provision estimate.  A revised cost basis is used once a provision for obsolescence is recorded.

 

Property and equipment:  Property and equipment consists of the following:

 

		October 1, 2011			January 1, 2011
Land		$	1,140		$	1,140
Buildings and improvements		3,191			3,104
Equipment (including computer software)		19,321			12,529
Projects under construction		63			5,220
		23,715			21,993
Less accumulated depreciation and amortization		(11,103		)	(10,246		)
		$	12,612		$	11,747

 

Software development costs:  We capitalize software developed for internal use and are amortizing such costs over their estimated useful lives of three to five years.  Costs capitalized were $57 and $25 for the three months ended October 1, 2011 and October 2, 2010, respectively.  Costs capitalized were $133 and $83 for the nine months ended October 1, 2011 and October 2, 2010, respectively.

 

Restricted cash:  Restricted cash consisted of a reserve account required by our bankcard processor to cover chargebacks, adjustments, fees and other charges that may be due from us.  As of July 2, 2011, our bankcard processor released the entire reserve balance.

 

Product warranty:  We provide a warranty for the replacement or repair of certain defective units which varies based on the product sold.  Our standard warranty policy requires us to repair or replace certain defective units at no cost to our customers.  We estimate the costs that may be incurred under our warranty and record an accrual in the amount of such costs at the time we recognize product revenue.  Factors that affect our warranty accrual for covered units include the number of units sold, historical and anticipated rates of warranty claims on these units, and the cost of such claims.  We periodically assess the adequacy of our recorded warranty accrual and adjust the amounts as necessary.

 

Changes in our warranty accrual are as follows:

 

		Three Months Ended						Nine Months Ended
		October 1, 2011			October 2, 2010			October 1, 2011			October 2, 2010
Beginning Balance		$	59		$	55		$	36		$	67
Standard accrual based on units sold		35			10			86			41
Actual costs incurred		(4		)	(4		)	(12		)	(12		)
Periodic accrual adjustments		(12		)	(15		)	(32		)	(50		)
Ending Balance		$	78		$	46		$	78		$	46

 

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Share-based compensation:  We recognize share-based compensation expense on a straight-line basis over the vesting period for all share-based awards granted.  We use the Black-Scholes option pricing model to determine the fair value of awards at the grant date.  We calculate the expected volatility for stock awards using historical volatility.  We estimate a 0%-5% forfeiture rate for stock awards issued to all employees and members of the Board of Directors, but will continue to review these estimates in future periods.  The risk-free rates for the expected terms of the stock awards are based on the U.S. Treasury yield curve in effect at the time of the grant.  The expected life represents the period that the stock awards are expected to be outstanding.  The expected dividend yield is zero as we have not paid or declared any cash dividends on our Common Stock.  Based on these valuations, we recognized share-based compensation expense of $120 and $143 for the three months ended October 1, 2011 and October 2, 2010, respectively, and $333 and $336 for the nine months ended October 1, 2011 and October 2, 2010, respectively.  We estimate that the remaining expense for fiscal 2011 and beyond will be approximately $95 and $41, respectively, based on the value of stock awards outstanding as of October 1, 2011.  This estimate does not include any expense for additional awards that may be granted and vest during 2011.

 

Comprehensive income (loss):  Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity.  Our other comprehensive income (loss) is comprised of foreign currency translation adjustments.

 

Basic and diluted income per share:  Basic income per common share is computed based on the weighted average number of common shares outstanding.  Diluted income per common share is computed based on the weighted average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued.  Potentially dilutive shares of Common Stock include unexercised stock options and warrants.  Basic per share amounts are computed, generally, by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding.  Diluted per share amounts assume the conversion, exercise or issuance of all potential Common Stock instruments unless their effect is anti-dilutive, thereby reducing the loss or increasing the income per common share.  In calculating diluted weighted average shares and per share amounts, we included stock options and warrants with exercise prices below average market prices, for the respective reporting periods in which they were dilutive, using the treasury stock method.  We calculated the number of additional shares by assuming the outstanding stock options were exercised and that the proceeds from such exercises were used to acquire Common Stock at the average market price during the quarter.  For the three and nine months ended October 1, 2011, we excluded 570 and 555, respectively, options and warrants from the diluted weighted average share outstanding calculation as the effect of these options and warrants is anti-dilutive.  For the three and nine months ended October 2, 2010, we excluded 624 and 532, respectively, options and warrants from the diluted weighted average share outstanding calculation as the effect of these options and warrants is anti-dilutive.

 

A reconciliation of the denominator in the basic and diluted income or loss per share is as follows:

 

		Three Months Ended						Nine Months Ended
		October 1, 2011			October 2, 2010			October 1, 2011			October 2, 2010
Numerator:
Net income attributable to controlling interest		$	1,756		$	885		$	4,458		$	1,706
Denominator:
Weighted average shares outstanding — basic		5,493			5,493			5,493			5,191
Employee stock options		118			14			108			23
Stock warrants		210			179			208			186
Weighted average shares outstanding - diluted		5,821			5,686			5,809			5,400
Income per share:
Basic		$	0.32		$	0.16		$	0.81		$	0.33
Diluted		$	0.30		$	0.16		$	0.77		$	0.32

 

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4.             Variable Interest Entity

 

The financial position and results of operations of AAP are consolidated in our financial statements based on our conclusion that AAP is a variable interest entity and because we have the ability to significantly influence the economic performance of the entity through our contractual agreement with GE.

 

The following table summarizes the assets and liabilities of AAP as of October 1, 2011 and January 1, 2011:

 

		October 1, 2011			January 1, 2011
Assets
Current assets		$	821		$	439
Property and equipment, net		9,495			8,430
Goodwill		1,082			1,082
Other assets		139			256
		$	11,537		$	10,207
Liabilities
Accounts Payable		$	884		$	737
Accrued Expenses		217			304
Current maturities of long-term debt obligations		636			4,000
Long-term debt obligations, net of current maturities		5,093			832
Other liabilities (a)		707			455
		$	7,537		$	6,328

 

(a)   Other liabilities represent loans between ARCA and AAP that are eliminated in consolidation.

 

The following table summarizes the operating results of AAP for the three and nine months ended October 1, 2011 and October 2, 2010:

 

		Three Months Ended						Nine Months Ended
		October 1, 2011			October 2, 2010			October 1, 2011			October 2, 2010 (b)
Revenues		$	3,042		$	2,261		$	8,278		$	4,832
Gross profit		$	45		$	149		$	587		$	99
Operating income (loss)		$	(3	)	$	89		$	376		$	(93	)

 

(b)   AAP commenced operations on February 8, 2010.

 

5.             Other Assets

 

Other assets as of October 1, 2011 and January 1, 2011 consist of the following:

 

		October 1, 2011			January 1, 2011
Deposits		$	386		$	443
Recycling contract, net		359			419
Debt issuance costs, net		527			—
Patent Costs		16			—
Other		—			198
		$	1,288		$	1,060

 

For the three and nine months ended October 1, 2011, we recorded amortization expense of $20 and $60, respectively, related to our recycling contract.  For the three and nine months ended October 2, 2010, we recorded amortization expense of $20 and $40, respectively, related to our recycling contract.  For the three and nine months ended October 1, 2011, we

 

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recorded non-cash interest expense of $49 and $142, respectively, related to debt issuance costs.  During the third quarter of 2011, AAP wrote-off $198 of related party receivables.

 

6.             Accrued Expenses

 

Accrued expenses as of October 1, 2011 and January 1, 2011 consist of the following:

 

		October 1, 2011			January 1, 2011
Compensation and benefits		$	1,880		$	1,472
Accrued incentive and rebate checks		896			387
Accrued rent		1,367			1,423
Warranty expense		78			36
Accrued payables		416			445
Current portion of deferred gain on sale-leaseback of building		487			487
Deferred revenue		138			91
Other		447			430
		$	5,709		$	4,771

 

7.             Line of Credit

 

On January 24, 2011, we entered into a Revolving Credit, Term Loan and Security Agreement (“Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that provides us with a $15,000 revolving line of credit.  See Note 9 for further discussion regarding the Term Loan entered into with PNC.  The Revolving Credit Agreement has a stated maturity date of January 24, 2014, if not renewed.  The Revolving Credit Agreement includes a lockbox agreement and a subjective acceleration clause and as a result we have classified the revolving line of credit as a current liability.  The Revolving Credit Agreement is collateralized by a security interest in substantially all of our assets and PNC is also secured by an inventory repurchase agreement with Whirlpool Corporation for Whirlpool purchases only.  We also issued a $750 letter of credit in favor of Whirlpool Corporation.  The Revolving Credit Agreement requires, starting with the fiscal quarter ending April 2, 2011 and continuing at the end of each quarter thereafter, that we meet a minimum fixed charge coverage ratio of 1.10 to 1.00, measured on a trailing twelve month basis.  The Revolving Credit Agreement limits investments we can purchase, the amount of other debt we can incur, the amount of loans we can issue to our affiliates and the amount we can spend on fixed assets along with prohibiting the payment of dividends.  As of October 1, 2011, we were in compliance with all the covenants of the Revolving Credit Agreement.  The interest rate on the revolving line of credit is PNC Base Rate plus 1.75%, or 1-, 2- or 3-month PNC LIBOR Rate plus 2.75%.  The PNC Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the interest rate per annum announced from time to time by PNC at its prime rate, (ii) the Federal Funds Open Rate plus ½ of 1%, and (iii) the one month LIBOR rate plus 100 basis points (1%).  As of October 1, 2011, the outstanding balance under the Revolving Credit Agreement was $8,835 with a weighted average interest rate of 3.52%, which included both PNC LIBOR Rate and PNC Base Rate loans.  The amount of revolving borrowings under the Revolving Credit Agreement is based on a formula using accounts receivable and inventories.  We may not have access to the full $15,000 revolving line of credit due to the formula using accounts receivable and inventories, the amount of the letter of credit issued in favor of Whirlpool Corporation and the amount of outstanding loans between PNC and our AAP joint venture.  As of October 1, 2011, our available borrowing capacity under the Revolving Credit Agreement was $5,361.

 

In connection with the Revolving Credit Agreement, we repaid the General Credit and Security Agreement, (“Credit Agreement”) as amended, entered into on August 30, 1996 with Spectrum Commercial Services (“SCS”) that provided us with an $18,000 line of credit.  The Credit Agreement had a stated maturity date of December 31, 2010, if not renewed or extended, and provided that SCS may demand payment in full of the entire balance at any time.   We extended the Credit Agreement until January 24, 2011.  As of January 1, 2011, the outstanding balance under the Credit Agreement was $10,139 with a stated interest rate of 6.75% (the greater of prime plus 3.50 percentage points or 6.75%).  As of January 1, 2011, our unused borrowing capacity under the Credit Agreement was $425.  As of January 1, 2011, we were in compliance with all the covenants of the Credit Agreement.

 

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In connection with the Revolving Credit Agreement, we also guaranteed a $2,100 loan between PNC (previously with SCS) and AAP.  The guarantee was provided by reducing our available borrowings under the Revolving Credit Agreement by $2,100 until the loan is repaid by AAP.  The loan between PNC and AAP was repaid by AAP on March 10, 2011 as further described in Note 9.

 

8.             Deferred Gain

 

In connection with the September 25, 2009 sale-leaseback of our St. Louis Park, Minnesota, building, we recorded a deferred gain of $2,436.  The deferred gain is being amortized over the initial lease period of five years.  For both the three and nine months ended October 1, 2011 and October 2, 2010, we amortized $122 and $366, respectively, of the deferred gain.  The deferred gain amortization is netted against rent expense as a component of selling, general and administrative expenses in the consolidated statements of operations.

 

9.             Borrowings

 

Long-term debt, capital lease and other financing obligations as of October 1, 2011 and January 1, 2011 consist of the following:

 

		October 1, 2011			January 1, 2011
6.85% mortgage, due in monthly installments of $15, including interest, paid in full January 2011		$	—		$	1,509
Floating rate term loan, due in monthly installments of $21, plus interest, due February 2021, collateralized by land and building		2,359			—
Floating rate term loans, due in monthly installments of $54, including interest, due March 2021, collateralized by equipment		4,630			—
2.75% note, due in monthly installments of $3, including interest, due October 2024, collateralized by equipment		447			468
10.00% note, due in monthly installments of $10, including interest, due December 2014		400			440
7.25% note, due on demand, paid in full March 2011		—			2,100
4.00% note, due on demand, paid in full March 2011		—			1,400
3.00% note, paid in full March 2011		—			280
Capital leases and other financing obligations		657			700
		8,493			6,897
Less current maturities		1,082			4,396
		$	7,411		$	2,501

 

On January 24, 2011, we entered into a $2,550 term loan with PNC Bank to refinance the existing mortgage on our California facility.  The term loan is payable as follows, subject to acceleration upon the occurrence of an event of default or termination of the Revolving Credit Agreement: 119 consecutive monthly principal payments of $21 plus interest commencing on February 1, 2011 and continuing on the first day of each month thereafter followed by a 120th payment of all unpaid principal, interest and fees on February 1, 2021. The term loan is collateralized with our California facility located in Compton, California. The term loan bears interest at PNC Base Rate plus 2.25%, or 1-, 2- or 3-month PNC LIBOR Rate plus 3.25%.  As of October 1, 2011, the interest rate was PNC Base Rate of 3.25% plus 2.25% or 5.50%.  In connection with the $2,550 term loan, we repaid our existing 6.85% mortgage, including prepayment penalties and accrued interest, of $1,544 that resulted in $1,006 of additional borrowings under our Revolving Credit Agreement described in Note 7.

 

On March 10, 2011, ARCA Advanced Processing, LLC entered into three separate commercial term loans (“Term Loans”) with Susquehanna Bank, pursuant to the guidelines of the U.S. Small Business Administration 7(a) Loan Program.  The total amount of the Term Loans is $4,750, split into three separate loans for $2,100; $1,400; and $1,250.  AAP repaid $3,780 of short-term debt and repaid $443 to ARCA for loans that were eliminated in the consolidated financial statements. The Term Loan matures in ten years and bears an interest rate of Prime plus 2.75%.  As of October 1, 2011, the interest rate was 6.00%. The total monthly interest and principal payments are $54 and begin on July 1, 2011.  AAP paid interest only

 

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between March 10, 2011 and June 30, 2011.  Borrowings under the Term Loans are secured by substantially all of the assets of AAP along with liens on the business assets and certain personal assets of the owners of 4301 Operations, LLC. We are a guarantor of the Term Loans along with 4301 Operations, LLC and its owners.

 

On December 13, 2010, we guaranteed a 3.00% note, due in February 2011, of $280 between Central Bank and AAP.  The guarantee was provided by pledging $280 of our cash balance at Central Bank until the loan was repaid by AAP.  The loan was repaid by AAP on March 10, 2011 as described above.

 

Capital leases and other financing obligations:  We acquire certain equipment under capital leases and other financing obligations.  The cost of the equipment was approximately $1,958 and $1,660 at October 1, 2011 and January 1, 2011, respectively.  Accumulated amortization at October 1, 2011 and January 1, 2011 was approximately $1,388 and $1,192, respectively.  Depreciation and amortization expense is included in cost of revenues and selling, general and administrative expenses.

 

10.          Commitments and Contingencies

 

Contracts:  We have entered into material contracts with three appliance manufacturers.  Under the agreements there are no minimum purchase commitments; however, we have agreed to indemnify the manufacturers for certain claims, allegations or losses with respect to appliances we sell.

 

Litigation:  We are party from time to time to ordinary course disputes that we do not believe to be material or have merit.  We intend to vigorously defend ourselves against these ordinary course disputes.

 

In December 2009, a lawsuit was commenced against us in the Fourth Judicial District Court of Hennepin County, Minnesota by RKL Landholdings, LLC and Emad Y. Abed (“Plaintiffs”), alleging that we breached an agreement to sell our St. Louis Park, Minnesota property to the Plaintiffs.  We sold this property to a third party in September 2009, have received the proceeds from the sale, and are currently leasing the property from such third party.  Edward Cameron, our Chief Executive Officer, was also named as a defendant in the lawsuit.  The Plaintiff’s claims were based on a Purchase Agreement and extensions thereto between the Plaintiffs and us, which Purchase Agreement and extensions had expired by their own terms.  The Plaintiffs asserted various claims, including promissory estoppel, unjust enrichment, conversion, fraud, tortious interference with prospective advantage, and breach of contract.  On August 6, 2010, the Hennepin County District Court entered a summary judgment in favor of Mr. Cameron and us and dismissed all of the Plaintiffs’ claims.  The Plantiffs appealed the Court’s ruling and the Minnesota Court of Appeals affirmed the decision of the District Court on June 6, 2011.

 

11.          Income Taxes

 

For the three and nine months ended October 1, 2011, we recorded a provision for income taxes of $1,000 and $1,292, respectively.  At January 1, 2011, we recorded a full valuation allowance against our U.S. net deferred tax assets due to the uncertainty of their realization.  We regularly evaluate both positive and negative evidence related to retaining a valuation allowance against our deferred tax assets.  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 be available to reduce taxable income.  During the second quarter of 2011, we concluded, based on the assessment of all available evidence, including previous three-year cumulative income before infrequent and unusual items, a history of generating income before taxes for six consecutive quarters and estimates of future profitability, that it is more-likely-than-not that we will be able to realize a portion of our deferred tax assets in the future and recorded a $917 non-cash reversal of our deferred tax asset valuation allowance.   As a result of generating taxable income for the nine months ended October 1, 2011, the Company recorded a provision for income taxes of $2,209 at an effective tax rate of 38.5% that was partially offset by the reversal of the deferred tax asset valuation allowance.  During the first quarter of 2011, we recognized $36 of windfall tax benefits from share-based compensation, which was recorded to Common Stock on the consolidated balance sheets.

 

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position.  For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.  As of October 1, 2011 and January 1, 2011, we did not have any material uncertain tax positions.

 

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It is our practice to recognize interest related to income tax matters as a component of interest expense and penalties as a component of selling, general and administrative expense.  As of October 1, 2011 and January 1, 2011, we had an immaterial amount of accrued interest and penalties.

 

We are subject to income taxes in the U.S. federal jurisdiction, foreign jurisdictions and various state jurisdictions.  Tax regulations from each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.  With few exceptions, we are no longer subject to U.S. federal, foreign, state or local income tax examinations by tax authorities for the years before 2007.  We are not currently under examination by any taxing jurisdiction.

 

We had no significant unrecognized tax benefits as of October 1, 2011 and January 1, 2011 that would reasonably be expected to affect our effective tax rate during the next twelve months.

 

12.          Shareholders’ Equity

 

Stock options:  On May 12, 2011, our shareholders approved and adopted the 2011 Stock Compensation Plan (the “2011 Plan”).  The 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to restricted stock, restricted stock units or performance shares and expires on the earlier of May 12, 2021 or the date that all shares reserved under the 2011 Plan are issued or no longer available.  The 2011 Plan provides for the issuance of up to 700 shares of Common Stock pursuant to awards granted under the 2011 Plan.  Options granted to employees typically vest over two years while grants to non-employee directors vest in six months.  As of October 1, 2011, 15 options were outstanding under the 2011 Plan.  On August 2, 2011, we granted 15 stock options to non-employee directors with an exercise price of $4.36 per share, a vesting period of six months and a weighted average fair value of $3.87 per share.  Our 2006 Stock Option Plan (the “2006 Plan”) expired on June 30, 2011, but the options outstanding under the 2006 Plan continue to be exercisable in accordance with their terms.  As of October 1, 2011, 577 options were outstanding to employees and non-employee directors under the 2006 Plan.  Our Restated 1997 Stock Option Plan (the “1997 Plan”) has expired, but the options outstanding under the expired 1997 Plan continue to be exercisable in accordance with their terms.  As of October 1, 2011, options to purchase an aggregate of 33 shares were outstanding under the 1997 Plan.  Options granted to employees typically vest over two years while grants to non-employee directors vest in six months.  On February 24, 2011, we granted 28 stock options from our 2006 Plan to employees with an exercise price of $4.25 per share, a vesting period of one year and a weighted average fair value of $3.50 per share.  On May 12, 2011, we granted 30 stock options from our 2006 Plan to non-employee directors with an exercise price of $4.69 per share, a vesting period of six months and a weighted average fair value of $4.20 per share.

 

The following table summarizes the assumptions used to estimate the fair value of stock options granted during the first through third quarters of 2011 using the Black-Scholes Model:

 

		Q1 2011		Q2 2011		Q3 2011
Expected dividend yield		0.0	%	0.0	%	0.0	%
Expected stock price volatility		97.9	%	97.7	%	96.1	%
Risk-free interest rate		2.9	%	3.2	%	2.7	%
Expected life of options		7 years		10 years		10 years

 

Preferred Stock:  Our amended Articles of Incorporation authorize two million shares of Preferred Stock that may be issued from time to time in one or more series having such rights, powers, preferences and designations as the Board of Directors may determine.  To date no such preferred shares have been issued.

 

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13.        Segment Information

 

We operate within targeted markets through two reportable segments: retail and recycling.  The retail segment is comprised of income generated through our ApplianceSmart stores, which includes appliance sales and byproduct revenues from collected appliances.  The recycling segment includes all fees charged and costs incurred for collecting, recycling and installing appliances for utilities and other customers and includes byproduct revenue, which is primarily generated through the recycling of appliances.  We have included the results from consolidating AAP in our recycling segment.  The nature of products, services and customers for both segments varies significantly.  As such, the segments are managed separately.  Our Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”).  The CODM evaluates performance and allocates resources based on revenues and income from operations of each segment.  Income from operations represents revenues less cost of revenues and operating expenses, including certain allocated selling, general and administrative costs.  There are no inter-segment sales or transfers.

 

The following tables present our segment information for periods indicated:

 

		Three Months Ended						Nine Months Ended
		October 1, 2011			October 2, 2010			October 1, 2011			October 2, 2010
Revenues:
Retail		$	19,185		$	17,114		$	57,613		$	57,517
Recycling		16,672			10,224			41,061			25,298
Total revenues		$	35,857		$	27,338		$	98,674		$	82,815
Operating income (loss):
Retail		$	199		$	(197	)	$	483		$	(201	)
Recycling		2,900			1,713			6,537			3,322
Unallocated corporate		(171		)	(198		)	(311		)	(346		)
Total operating income		$	2,928		$	1,318		$	6,709		$	2,775
Assets:
Retail		$	20,155		$	18,428		$	20,155		$	18,428
Recycling		21,273			14,899			21,273			14,899
Corporate assets not allocable		7,771			7,425			7,771			7,425
Total assets		$	49,199		$	40,752		$	49,199		$	40,752
Cash capital expenditures:
Retail		$	32		$	26		$	74		$	58
Recycling		83			1,392			1,215			2,808
Corporate assets not allocable		99			48			241			156
Total cash capital expenditures		$	214		$	1,466		$	1,530		$	3,022
Depreciation and amortization:
Retail		$	78		$	97		$	259		$	296
Recycling		140			104			375			359
Unallocated corporate		96			136			347			407
Total depreciation and amortization		$	314		$	337		$	981		$	1,062
Interest expense:
Retail		$	70		$	185		$	233		$	546
Recycling		156			50			458			152
Unallocated corporate		53			10			193			46
Total interest expense		$	279		$	245		$	884		$	744

 

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