UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 001-13458
SCOTT'S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0920811
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4880 Havana Street
Denver, CO 80239
(Address of principal executive offices and Zip Code)
(303) 373-4860
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: $0.10 Par Value
Common Stock
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.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter)
is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by checkmark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal
quarter: $3,783,200.
As of March 15, 2005, the Registrant had 10,471,000 shares
of its $0.10 par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive Proxy Statement for the Annual
Meeting of shareholders scheduled to be held in May 4, 2005, is
incorporated by reference in Part III.
Scott's Liquid Gold-Inc. is filing this Amendment No. 1 to
its Form 10-K Report for the year ended December 31, 2004 in order
to file a revised Exhibit 23.1, which is a Consent of KPMG LLP.
Item 15. Exhibits and Financial Statement Schedules.
(c) Exhibits:
Exhibit
Number Document
23.1 Consent of KPMG LLP.
31.3 Rule 13a-14(a) Certification of the Chief Executive Officer.
31.4 Rule 13a-14(a) Certification of the Chief Financial Officer.
32.2 Section 1350 Certification.
SIGNATURES
Pursuant to the requirements of Section 13 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.
SCOTT'S LIQUID GOLD-INC.,
a Colorado corporation
By: /s/ Mark E. Goldstein
Mark E. Goldstein, President and Chief
Executive Officer
Principal Executive Officer
By: /s/Jeffry B. Johnson
Jeffry B. Johnson, Treasurer and
Chief Financial Officer
Principal Financial Officer
By: /s/ Brian L. Boberick, Controller
Brian L. Boberick, Controller
Date: March 24, 2005
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
of the Registrant and in the capacities and on the dates indicated:
Date Name and Title Signature
March 24, 2005 Mark E. Goldstein, )
Director )
)
March 24, 2005 Jeffrey R. Hinkle, )
Director ) /s/ Jeffry B. Johnson
)
March 24, 2005 Jeffry B. Johnson, ) Jeffry B. Johnson, for
Director ) himself and as Attorney-in-
) Fact for the named directors
March 24, 2005 Dennis P. Passantino,) who together constitute of
Director ) all of the members
March 24, 2005 Carl A. Bellini, )
Director )
)
March 24, 2005 Dennis H. Field, )
Director )
)
March 24, 2005 Gerald J. Laber, )
Director )
)
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Scott's Liquid Gold-Inc.:
We consent to the incorporation by reference in the registration
statements (Nos. 33-63254, 333-48213, 333-67141, and 333-51710)
on Form S-8 of Scott's Liquid Gold-Inc. and subsidiaries of our
report dated April 3, 2003, with respect to the consolidated
statements of operations, shareholders' equity and comprehensive
income (loss), and cash flows of Scott's Liquid Gold-Inc. and
subsidiaries, for the year ended December 31, 2002, which report
appears in the December 31, 2004, annual report on Form 10-K of
Scott's Liquid Gold-Inc. and subsidiaries.
/s/ KPMG LLP
Denver, Colorado
March 23, 2005
EXHIBIT 31.3
CERTIFICATION
I, Mark E. Goldstein, certify that:
1. I have reviewed this 10-K/A Report of Scott's Liquid Gold-Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls over financial reporting.
Dated: March 24, 2005
/s/ MARK E. GOLDSTEIN
Mark E. Goldstein
President, Chief Executive Officer and
Chairman of the Board
Principal Executive Officer
EXHIBIT 31.4
CERTIFICATION
I, Jeffry B. Johnson, certify that:
1. I have reviewed this 10-K/A Report of Scott's Liquid Gold-Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report.
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls over financial reporting.
Dated: March 24, 2005
/s/ JEFFRY B. JOHNSON
Jeffry B. Johnson
Treasurer and Chief Financial Officer
Principal Financial Officer
EXHIBIT 32.2
CERTIFICATION OF 10-K REPORT
OF
SCOTT'S LIQUID GOLD-INC.
FOR THE YEAR ENDED DECEMBER 31, 2004
1. The undersigned are the Chief Executive Officer and the
Chief Financial Officer of Scott's Liquid Gold-Inc. ("Scott's Liquid
Gold"). This Certification is made pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. This Certification accompanies the
10-K/A Report of Scott's Liquid Gold for the year ended
December 31, 2004.
2. We certify that such 10-K/A Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that the information contained in such 10-K/A Report
fairly presents, in all material respects, the financial condition
and results of operations of Scott's Liquid Gold.
This Certification is executed as of March 24, 2005.
/s/ Mark E. Goldstein
Mark E. Goldstein
President, Chief Executive Officer and
Chairman of the Board
/s/ Jeffry B. Johnson
Jeffry B. Johnson
Treasurer and Chief Financial Officer