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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |_|Form 10-K |_|Form 20-F |_|Form 11-K |X|Form 10-Q |_|Form N-SAR
For Period Ended: June 1, 1996 [ ] 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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Read Instruction (on back page) Before Preparing Form. Please Print or Type
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 Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
TRISTAR CORPORATION
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Full Name of Registrant
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Former Name if Applicable
12500 San Pedro Avenue, Suite 500
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Address of Principal Executive Office (Street and Number)
San Antonio, Texas 78216
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III
| of this form could not be eliminated without
| unreasonable effort or expense;
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, 11-K or Form
|X| | 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 of 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Certain financial and other information necessary for an accurate and
full completion of the Quarterly Report on Form 10-Q could not be
provided within the prescribed time period without unreasonable effort
or expense.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/93)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Loren Eltiste (210) 402-2203
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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)
been filed? If answer is no, identify report(s).
Yes |X| No | |
------------------------------------------------------------------------
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last Yes |X| No | |
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
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.
See press release attached as Addendum IV(3).
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TRISTAR CORPORATION
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date July 15, 1996 By /s/ Loren Eltiste
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Loren Eltiste
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representa-tive. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Ex-change Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulations S-T (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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ADDENDUM IV(3)
PRESS RELEASE: TRISTAR CORPORATION
For More Information, Call:
Mr. Loren M. Eltiste, Chief Financial Officer; For Immediate Release
(210) 402-2200
TRISTAR CORPORATION ANNOUNCES RESULTS FOR THIRD QUARTER OF FISCAL 1996
SAN ANTONIO, TEXAS, JULY 15, 1996 - TRISTAR CORPORATION (NASDAQ/NMS symbol
TSAR) today announced results for its third quarter of fiscal 1996, (thirteen
weeks ending June 1, 1996). Comparative results for fiscal 1995 have been
restated to reflect the merger of Eurostar Perfumes, Inc. ("Eurostar") with
and into Tristar effective August 31, 1995.
Net sales for the third quarter of fiscal 1996 were $10,997,000 as compared to
$8,935,000 for the same period in fiscal 1995, an increase of 23%. Net loss
for the thirteen weeks ended June 1, 1996 was $3,133,000 or $0.19 per share,
compared to a net loss of $450,000 ($0.03 per share).
For the thirty-nine weeks ended June 1, 1996, net sales were $38,511,000 as
compared to $32,420,000 for the nine month period ending May 31, 1995, an
increase of 19%. The net loss for the thirty-nine week period ended June 1,
1996 was $5,407,000, or $0.33 per share, compared to a net income of $442,000,
or $0.03 per share for the nine month period in fiscal 1995.
Increased sales in the first three quarters of fiscal 1996 compared to the
same periods in fiscal 1995 were primarily attributable to growth in the U.S.
chains, specialty chains, and mass merchandisers. Latin America sales remained
relatively constant in relation to fiscal 1995.
Pre-tax results in the third quarter of fiscal 1996 were lower than in the
like quarter in fiscal 1995 primarily because (1) of continuing sales and
marketing expenses associated with the development and introduction of a new
product line and the costs of generating new channels of distribution for that
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product line, (2) cost of sales in fiscal 1996 included costs associated with
the introduction and manufacturing of a new product line, (3) of selling
excess and slow moving inventories at below normal selling prices and writing
down certain existing inventories to market, (4) of increased SG&A expenses to
support development and growth in existing sales channels including foreign
operations, and (5) of increased interest expenses due to higher borrowing
levels in fiscal 1996.
Pre-tax results for the first three quarters of fiscal 1996 were lower than
the like periods in fiscal 1995 for the reasons described above relative to
the third quarter and, in addition, the first two quarters of fiscal 1996
included manufacturing variances attributable to the extension of production
efforts to meet market demands, costs associated with the introduction and
manufacturing of a new product line, and translation losses due to currency
fluctuations in Mexico. Also, the fiscal 1995 period results included
$2,065,000 of non-recurring income from the proceeds of an executive liability
and indemnification insurance policy owned by the Company
Mr. Loren M. Eltiste, Vice President and Chief Financial Officer of TRISTAR
CORPORATION stated, "The third quarter continued to reflect the Company's
growth in the chain and mass merchandising channels of distribution as sales
of the Company's new upscale Designer Classic Alternatives ("DCA") product
line continued to expand. While the cost of entry with a product line such as
this is high and is evident in the financial results both in its impact on
marketing and sales expenses and in cash requirements, the Company is
encouraged both by the acceptance of the product line by retailers as well as
by the initial acceptance by consumers. Currently this product is being sold
in approximately 9,000 stores in the United States. The Company anticipates
continued growth in sales for this product line with continued high marketing
expenses as the Company develops new customers, adds line extensions, and
builds long term brand equity. As the product line becomes established in the
sales channels, these entry costs will decline.
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Even with the continued growth in this new product line and other product
lines in the chain and mass merchandising channels, it is anticipated that the
Company will report a significant loss in the fourth quarter as the building
process continues in developing new channels of distribution, in improving
existing channels, and in existing business strategies. In addition, gross
profit as a percentage of sales is expected to approximate the percentage in
the third quarter as the Company continues to dispose of excess and slow
moving inventories.
Meanwhile, the Company continues to experience a limitation on working capital
availability which has resulted in maximization of borrowings under the
Company's credit facility and in the delaying of payments to vendors
(primarily related parties) beyond customary terms. Accordingly the Company
has established programs to improve liquidity through increased emphasis on
selling slow moving inventories, through improved management of other
inventories, tightened controls on the utilization of cash in other areas, and
the reduction of expenses and headcount in all areas of the Company. It is
anticipated that increased sales during the Christmas gift giving period
coupled with these efforts will relieve the tight cash flow position in the
latter part of calendar 1996."
TRISTAR CORPORATION is engaged in developing, manufacturing, and marketing an
extensive line of value-priced products comprised of designer alternative
fragrances, contemporary cosmetics, and selected toiletry products. These
products are distributed by the Company in North and South America primarily
to chain stores, mass merchandisers, retail outlets, distributors, and
wholesalers.
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TRISTAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THIRD QUARTER ENDED THREE QUARTERS ENDED
JUNE 1, MAY 31, JUNE 1, MAY 31,
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Net sales $10,997,000 $8,935,000 $38,511,000 $32,420,000
Cost of sales 8,683,000 6,532,000 $29,696,000 $22,755,000
------------ ----------- ------------ ------------
Gross profit 2,314,000 2,403,000 8,815,000 9,665,000
Selling, general & administrative
expenses 4,565,000 3,199,000 $11,830,000 $8,928,000
------------ ----------- ------------ ------------
Income (loss) from operations (2,251,000) (796,000) (3,015,000) 737,000
Nonoperating income (expense):
Interest expense (620,000) (393,000) ($1,745,000) ($1,190,000)
Other expense (262,000) (290,000) ($647,000) ($342,000)
Insurance reimbursement 815,000 $2,065,000
------------ ----------- ------------ ------------
Income (loss) before income taxes (3,133,000) (664,000) (5,407,000) 1,270,000
Provision (benefit) for income taxes (214,000) $828,000
------------ ----------- ------------ ------------
Net income (loss) ($3,133,000) ($450,000) ($5,407,000) $442,000
============ =========== ============ ============
Net income (loss) per common share ($0.19) ($0.03) ($0.33) $0.03
Weighted average shares outstanding 16,635,064 16,628,040 16,634,104 16,623,879
</TABLE>
Beginning in fiscal 1996 the Company changed its fiscal periods from three
month quarters to thirteen week quarters.
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July 15, 1996
