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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Check One:
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: November 30, 1995
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended:
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Items(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: STEEL CITY PRODUCTS, INC.
Former Name if Applicable:
1001 SANTERRE DRIVE
Address of Principal Executive Office
DALLAS, TEXAS 75050
City, State and Zip Code
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PART II - RULES 12B-25(B) AND (C)
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If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed (Check box if appropriate):
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report or semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why form 10-K, 11-K, 20-F, 10-Q or
N-SAR or portion thereof could not be filed within the prescribed time period.
Steel City Products, Inc. ("SCPI") (or the "Company") has recently experienced
significant changes in its customer base. SCPI lost one of its largest
customers to bankruptcy in October, and was recently informed by another of its
largest customers that it has decided to change its source of supply, with such
change expected to be phased-in over the next several months. The Company has
not yet identified replacement customers sufficient to offset the lost
business. Management is currently determining the impact of the lost business
on future levels of revenues, and is evaluating future customer and product
opportunities to project whether, and if so when, it may expect a return to
historical levels of sales. Management is also undertaking a strategic
evaluation of the Company's operations to determine how they may be
restructured to reflect the current level of sales. These efforts are expected
to be completed during the fourth quarter of the current fiscal year, enabling
management to better anticipate future levels of sales and profits, and to be
in a position to determine the impact on the valuation allowance related to the
deferred tax asset. In the meantime, management intends to reflect in the
results for the third quarter of the current fiscal year an estimate of the
impact of these events on the deferred tax asset valuation allowance.
Additional time is required to complete the necessary analysis; at this time
management cannot predict the likely adjustment which will be required.
The Company recorded a net deferred tax asset of $4.3 million following its
adoption of Financial Accounting Standard No. 109 in fiscal 1994, with a
corresponding increase in additional paid-in capital. The balance of the net
deferred tax asset at November 30, 1995 prior to any adjustment was
approximately $3.5 million. Any increase in the valuation allowance would
result in a charge to the Company's results of operations.
The Company expects to file its Form 10-Q within five days following the due
date.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Mr. Mark Auerbach 201 622-6377
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such reports(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earning statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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STEEL CITY PRODUCTS, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 15, 1996 By: /s/ Mark Auerbach
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Name: Mark Auerbach
Title: Chief Financial Officer
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ATTACHMENT TO FORM 12B-25
PART IV (3):
The Company expects the earning statements in its subject report to reflect the
following approximate results, PRIOR TO recording a possible adjustment to the
valuation allowance of its deferred tax asset, in accordance with FAS109 (in
thousands):
<TABLE>
<CAPTION>
Three Months Thirteen Weeks
Ended Ended
November 30, 1995 November 26, 1994
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<S> <C> <C>
Sales $5,958 $5,576
Other income 62 288
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Revenues $6,020 $5,863
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Income from continuing operations: $ (10) $ 184
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Net income: $ (10) $ 190
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Net income (loss) attributable to
common stockholders after
preferred stock dividends: $ (260) $ (63)
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</TABLE>
The comparative decrease of $191,000 in income from continuing operations
primarily relates to the decrease in other income attributable to a recovery by
SCPI in the prior year of $175,000 that had been placed into escrow as part of
SCPI's predecessor's 1989 bankruptcy proceeding.
Although sales in the third quarter of the current fiscal year increased by
about 7% compared with the prior year period, this was offset by a slight
decrease in gross margins.
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<TABLE>
<CAPTION>
Nine Months Thirty-nine Weeks
Ended Ended
November 30, 1995 November 26, 1994
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<S> <C> <C>
Sales $20,871 $21,380
Other income 281 558
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Revenues $21,152 $21,938
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Income from continuing operations: $ 290 $ 865
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Net income: $ 290 $ 937
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Net income (loss) attributable to
common stockholders after
preferred stock dividends: $ (470) $ 178
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</TABLE>
The comparative decrease of $575,000 in income from continuing operations
presented above primarily relates to the decrease in other income and to a
decrease in gross profit of approximately $250,000. The decrease in other
income was primarily attributable to a recovery by SCPI in the prior year of
$175,000 that had been placed into escrow as part of SCPI's predecessor's 1989
bankruptcy proceeding, and because the prior year also included several small
non-recurring gains. The decrease in gross profit was caused by a sales
reduction combined with a lower gross margin earned.
