Q.E.P. Co., Inc., Reports Fiscal 2009 Third Quarter Financial Results


BOCA RATON, Fla., Jan. 22, 2009 (GLOBE NEWSWIRE) -- Q.E.P. Co., Inc. (Nasdaq:QEPC) (the "Company") today filed a Form 10-Q with the SEC to announce its financial results for the third quarter of its fiscal year ending on February 28, 2009.

The Company reported quarterly net sales of $48.6 million for the third quarter of fiscal 2009, a decrease of $6.0 million from the $54.6 million reported in the same quarter of fiscal 2008. In addition, gross profit margin decreased from 28.8% in the third quarter of fiscal 2008 to 24.1% in the third quarter of fiscal 2009.

Net sales were $162.5 million for the first nine months of fiscal 2009 with a gross profit margin of 27.9% compared to net sales of $168.7 million with a gross profit margin of 28.7% for the first nine months of fiscal 2008.

In the third quarter of fiscal 2009, principally due to the decline in its market valuation, the Company recorded a $7.9 million non-cash goodwill impairment charge. The non-cash goodwill impairment charge, along with lower sales and gross profit margin, resulted in third quarter fiscal 2009 operating loss of $8.4 million compared to operating income of $2.0 million for the third quarter of fiscal 2008 and year to date fiscal 2009 operating loss of $3.9 million compared to operating income of $8.2 million for fiscal 2008.

Net loss for the third quarter of fiscal 2009 was $8.4 million ($2.48 per diluted share) compared to net income of $0.8 million ($0.22 per diluted share) for the third quarter of fiscal 2008. In all periods presented, a significant portion of the goodwill impairment charge and the change in the put warrant liability are non-deductible for tax purposes.

Year to date fiscal 2009 net loss was $6.3 million ($1.86 per diluted share) compared to net income of $1.7 million ($0.47 per diluted share) for the first nine months of fiscal 2008.

Excluding the non-cash charge for impairment, change in the put warrant liability and other non-recurring items, the Company reported quarterly adjusted net loss of $0.9 million ($0.28 per diluted share) for the third quarter of fiscal 2009, compared to adjusted net income of $1.1 million ($0.31 per diluted share) for the third quarter of fiscal 2008. Excluding those same items for the nine months ended November 30, 2008, the Company reported adjusted net income of $1.1 million ($0.32 per diluted share) compared to adjusted net income of $3.1 million ($0.85 per diluted share) for the nine months ended November 30, 2007.

As of November 30, 2008, the Company had breached certain financial covenants under the domestic credit facility and, accordingly, was in default under that credit facility and under certain other international and domestic facilities. As a result, on January 22, 2009, the Company entered into a Forbearance Agreement through March 16, 2009 applicable to the Company's domestic credit facility. There can be no assurance that the Company will be in compliance with the terms of its credit facilities upon the termination of the Forbearance Agreement, or able to either amend its credit facilities, obtain continued forbearance or additional financing on terms acceptable to the Company, or that such financing will be available at all.

Lewis Gould commented, "It is important to note that despite the state of the global economy, the core values of QEP and relationships we have remain strong. Our customer partners, banking partners, and vendor partners are all dealing with the same macroeconomic forces that QEP is. When the economy eventually stabilizes, we believe we will be well poised for the inevitable market upswing. In the meantime, we are undertaking steps necessary to return to profitability."

Certain statements in this press release are forward-looking statements, which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are made only as of the date of this report and are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties that could cause such a difference are our assumptions relating to the continuing availability of financing and the affects of other business or economic circumstances. A more detailed discussion of risks attendant to the forward-looking statements included in this press release are set forth in the "Forward-Looking Statements" sections of our Annual Report on Form 10-K for the year ended February 29, 2008 filed with the SEC and in our Quarterly Report on Form 10-Q for the quarter ended November 30, 2008 filed with the SEC.



                   Q.E.P. CO., Inc. and Subsidiaries
                      Consolidated Balance Sheets
                   (In thousands, except share data)


                                                     Nov 30,   Feb 29,
                                                       2008      2008
                                                     -------   -------
                                                   (Unaudited)
                    ASSETS

  CURRENT ASSETS
  Cash and cash equivalents                          $   896   $   949
  Accounts receivable, less allowance for 
   doubtful accounts of $464 and $431 as of 
   November 30, 2008 and February 29, 2008, 
   respectively                                       27,276    32,543
  Inventories                                         31,575    26,496
  Prepaid expenses and other current assets            2,748     2,505
  Deferred income taxes                                  741       754
                                                     -------   -------
  Total current assets                                63,236    63,247

  Property and equipment, net                          6,691     7,851
  Deferred costs                                       2,606        --
  Deferred income taxes                                2,295     1,787
  Goodwill                                               839     9,685
  Other intangible assets, net                         2,269     2,717
  Other assets                                           273       339
                                                     -------   -------

  Total Assets                                       $78,209   $85,626
                                                     =======   =======

            LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES
  Trade accounts payable                             $15,957   $15,968
  Accrued liabilities                                  9,450    11,690
  Lines of credit                                     31,260    24,537
  Current portion of long term debt                    4,500     1,977
                                                     -------   -------
  Total current liabilities                           61,167    54,172

  Notes payable                                          592     4,472
  Other long term debt                                    --       250
  Other long term liabilities                            479       377
                                                     -------   -------
  Total Liabilities                                   62,238    59,271
                                                     -------   -------

  Commitments and Contingencies                           --        --

  SHAREHOLDERS' EQUITY
  Preferred stock, 2,500,000 shares authorized,
   $1.00 par value; 336,660 shares issued and
   outstanding at November 30, 2008 and
   February 29, 2008                                     337       337
  Common stock; 20,000,000 shares authorized,
   $.001 par value; 3,531,341 and 3,528,341 
   shares issued, and 3,367,585 and 3,433,363 
   shares outstanding at November 30, 2008 and
   February 29, 2008, respectively                         3         3
  Additional paid-in capital                          10,251    10,154
  Retained earnings                                   10,236    16,574
  Treasury stock; 163,756 and 94,978 
   shares (held at cost) outstanding at 
   November 30, 2008 and February 29, 2008, 
   respectively                                       (1,113)     (756)
  Accumulated other comprehensive income (loss)       (3,743)       43
                                                     -------   -------
  Total Shareholders' Equity                          15,971    26,355
                                                     -------   -------
  Total Liabilities and Shareholders' Equity         $78,209   $85,626
                                                     =======   =======





                   Q.E.P. CO., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands except per share data)
                            (Unaudited)


                             For the Three Months  For the Nine Months
                              Ended November 30,    Ended November 30,
                             -------------------   -------------------
                               2008       2007       2008       2007
                             --------   --------   --------   --------

 Net sales                   $ 48,626   $ 54,590   $162,511   $168,715
 Cost of goods sold            36,896     38,874    117,201    120,276
                             --------   --------   --------   --------
 Gross profit                  11,730     15,716     45,310     48,439

 Operating costs and
  expenses:
   Shipping                     5,276      5,473     18,094     17,252
   General and 
    administrative              3,801      5,014     12,839     13,827
   Selling and marketing        3,176      3,444     10,574      9,974
   Impairment of goodwill       7,927         --      7,927         --
   Other expense
    (income), net                (100)      (167)      (245)      (853)
                             --------   --------   --------   --------
 Total operating costs
  and expenses                 20,080     13,764     49,189     40,200
                             --------   --------   --------   --------

 Operating income (loss)       (8,350)     1,952     (3,879)     8,239

 Change in put warrant
  liability                        --         --         --     (1,439)
 Interest expense, net           (542)      (656)    (1,575)    (1,954)
                             --------   --------   --------   --------

 Income (loss) before
  provision for income 
  taxes                        (8,892)     1,296     (5,454)     4,846

   Provision (benefit)
    for income taxes             (516)       502        871      3,136
                             --------   --------   --------   --------

 Net income (loss)           $ (8,376)  $    794   $ (6,325)  $  1,710
                             ========   ========   ========   ========

 Net income (loss) 
  per share:
   Basic                     $  (2.48)  $   0.23   $  (1.86)  $   0.49
                             ========   ========   ========   ========
   Diluted                   $  (2.48)  $   0.22   $  (1.86)  $   0.47
                             ========   ========   ========   ========

 Weighted average number of
  common shares outstanding
   Basic                        3,377      3,430      3,412      3,436
                             ========   ========   ========   ========
   Diluted                      3,377      3,567      3,412      3,603
                             ========   ========   ========   ========



                   Q.E.P. CO., INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands)
                            (Unaudited) 

                                                   For the Nine Months
                                                    Ended November 30,
                                                   --------   --------
                                                     2008       2007
                                                   --------   --------

 Cash flows from operating activities:

 Net income (loss)                                 $ (6,325)  $  1,710

 Adjustments to reconcile net income (loss) 
  to net cash provided by (used in) operating 
  activities:

  Depreciation and amortization                       1,355      1,565
  Impairment of goodwill                              7,927         --
  Change in fair value of put warrant liability          --      1,439
  Write-off of realized accumulated foreign
   translation adjustment                                --        323
  Bad debt expense                                      182        159
  Gain on sale of equipment                              --       (135)
  Gain on sale of businesses                             --       (605)
  Stock-based compensation expense                      (38)       254
  Deferred income taxes                                (482)     2,283
 Changes in assets and liabilities:
  Accounts receivable                                 1,744        935
  Inventories                                        (8,232)    (2,463)
  Prepaid expenses and other current assets            (403)      (235)
  Deferred costs and other assets                    (2,545)        22
  Trade accounts payable and accrued liabilities        209     (2,196)
                                                   --------   --------
 Net cash provided by (used in)
  operating activities                               (6,608)     3,056
                                                   --------   --------

 Cash flows from investing activities:
  Capital expenditures                                 (824)    (2,754)
  Proceeds from sale of equipment                        --        244
  Proceeds from sale of businesses                      335      3,589
                                                   --------   --------
 Net cash provided by (used in)
  investing activities                                 (489)     1,079
                                                   --------   --------

 Cash flows from financing activities:
  Net borrowings under lines of credit                8,280        530
  Borrowings of long-term debt                          478      1,683
  Repayments of long-term debt                       (1,197)    (3,520)
  Settlement of put warrant liability                    --     (2,300)
  Purchase of treasury stock                           (359)      (100)
  Proceeds from exercise of stock options                --         34
  Dividends                                             (13)       (22)
                                                   --------   --------
 Net cash provided by (used in)
  financing activities                                7,189     (3,695)
                                                   --------   --------

 Effect of exchange rate changes on cash               (145)        82
                                                   --------   --------

 Net increase (decrease) in cash                        (53)       522

 Cash and cash equivalents at beginning of period       949        822
                                                   --------   --------

 Cash and cash equivalents at end of period        $    896   $  1,344
                                                   ========   ========

Non-GAAP Financial Measures (In thousands except per share data)

Net Income (Loss) Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items and Net Income (Loss) Per Share Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items are Non-GAAP financial measures. The Company has included these Non-GAAP financial measures because it believes that the measures provide an indicator of profitability and performance of the Company's operations and provide a meaningful comparison of its current operating performance with its historical results. The Company uses Net Income (Loss) Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items and Net Income (Loss) Per Share Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items as internal measures of its business. Net Income (Loss) Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items and Net Income (Loss) Per Share Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items are not meant to be considered a substitute or replacement for Net Income and Earnings Per Share as prepared in accordance with generally accepted accounting principles. The reconciliation of Net Income (Loss) to Net Income (Loss) Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Non-Recurring Items and Net Income (Loss) Per Share to Net Income (Loss) Per Share Adjusted for the Non-Cash Charge for Impairment, Change in the Put Warrant Liability and Other Non-Recurring Items is as follows:



                             For the Three Months  For the Nine Months
                              Ended November 30,    Ended November 30,
                             -------------------   -------------------
                               2008       2007       2008       2007
                             --------   --------   --------   --------

 Net income (loss),
  as reported (a)            $ (8,376)  $    794   $ (6,325)  $  1,710

 Add back (deduct):
 Gain on sale of businesses,
  net of tax                       --         --         --       (383)
 Impairment of goodwill,
  net of tax                    7,445         --      7,445         --
 Realization accumulated
  foreign currency
  translation loss related
  to the disposition of
  certain assets and
  obligations of the foreign
  subsidiaries                     --        323         --        323
 Change in put
  warrant liability                --         --         --      1,439
                             --------   --------   --------   --------
 Net income (loss) adjusted
  for the non-cash charge
  for impairment, change in
  the put warrant liability
  and other non-recurring
  items (b)                  $   (931)  $  1,117   $  1,120   $  3,089
                             ========   ========   ========   ========

 Net income (loss) 
  per share, as reported:
     Basic ((a)/(c))         $  (2.48)  $   0.23   $  (1.86)  $   0.49
     Diluted ((a)/(d))       $  (2.48)  $   0.22   $  (1.86)  $   0.47

 Weighted average number 
  of shares outstanding,
  as reported:
     Basic (c)                  3,377      3,430      3,412      3,436
     Diluted (d)                3,377      3,567      3,412      3,603

 Net income (loss) per share
  adjusted for the non-cash
  charge for impairment,
  change in the put warrant
  liability and
  non-recurring items:
     Basic ((b)/(e))         $  (0.28)  $   0.32   $   0.32   $   0.89
     Diluted ((b)/(f))       $  (0.28)  $   0.31   $   0.32   $   0.85

 Weighted average number of
  shares outstanding as
  adjusted for the non-cash
  charge for impairment,
  change in the put warrant
  liability and
  non-recurring items:
     Basic (e)                  3,377      3,430      3,412      3,436
     Diluted (f)                3,377      3,567      3,449      3,603


            

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