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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -------- EXCHANGE ACT OF 1934
For the quarterly period ended: MAY 31, 1997
--------------------------
-OR-
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -------- EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 0-13099
TRISTAR CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3129318
- ------------------------- ------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
12500 SAN PEDRO AVENUE, SUITE 500, SAN ANTONIO, TEXAS 78216
- ------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(210) 402-2200
-----------------------
(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.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
ON JULY 9, 1997, THERE WERE OUTSTANDING 16,720,556 SHARES OF
COMMON STOCK, $.01 PAR VALUE, OF THE REGISTRANT.
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TRISTAR CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
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<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--May 31, 1997 and August 31, 1996 3
Consolidated statements of operations--thirteen and thirty-nine week periods
ended May 31, 1997 and June 1, 1996, respectively 5
Consolidated statements of cash flows--thirty-nine week periods ended
May 31, 1997 and June 1, 1996, respectively 6
Notes to consolidated financial statements--May 31, 1997 7
Independent Accountants' Review Report 11
Item 2. Management's Discussion and Analysis of Financial Condition and 12
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31,
1997 August 31,
ASSETS (unaudited) 1996 *
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<S> <C> <C>
Current assets:
Cash $ 102,000 $ 233,000
Accounts receivable, less allowance for doubtful accounts
of $1,084,000 and $850,000, respectively 14,421,000 9,522,000
Accounts receivable - related parties - net 1,473,000 1,518,000
Inventories 12,443,000 12,691,000
Prepaid expenses 693,000 258,000
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Total current assets 29,132,000 24,222,000
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Property, plant and equipment, less accumulated depreciation
of $6,749,000 and $5,391,000 8,229,000 8,532,000
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Other assets:
Warrant valuation, less accumulated amortization
of $1,768,000 and $1,436,000, respectively 321,000 653,000
Other assets 366,000 360,000
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Total other assets 687,000 1,013,000
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Total assets $38,048,000 $33,767,000
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</TABLE>
* Prepared from audited financial statements for the year ended August 31, 1996.
See notes to unaudited consolidated financial statements.
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TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE>
<CAPTION>
MAY 31,
1997 August 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED) 1996 *
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<S> <C> <C>
Current liabilities:
Short-term borrowings $ 10,643,000 $ 9,319,000
Accounts payable--trade 7,274,000 5,233,000
Accounts payable--related parties - net 3,166,000 2,900,000
Accrued bonuses 229,000 202,000
Accrued interest expense-subordinated debt 1,506,000 1,174,000
Other accrued expenses 1,058,000 847,000
Accrued preferred stock dividends 143,000 --
Income taxes payable 30,000 85,000
Current portion of capital lease obligations 45,000 38,000
Current portion of long-term obligations 2,660,000 3,134,000
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Total current liabilities 26,754,000 22,932,000
Long-term debt, less current portion -- 3,000
Obligations under capital leases, less current portion 42,000 59,000
Subordinated long term debt - related parties, less current portion 4,500,000 12,666,000
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Total liabilities 31,296,000 35,660,000
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Commitments and contingencies
Shareholders' equity (deficit):
Preferred stock, $.05 par value; authorized 1,000,000 shares;
Series A, 666,529 shares issued and outstanding 4,666,000 --
Series B, 120,690 shares issued and outstanding 4,511,000 --
Common stock, $.01 par value; authorized 30,000,000 shares;
issued and outstanding 16,720,556 shares and
16,650,176 shares, respectively 167,000 167,000
Additional paid-in-capital 10,515,000 10,354,000
Accumulated deficit (13,107,000) (12,414,000)
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Total shareholders' equity (deficit) 6,752,000 (1,893,000)
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Total liabilities and shareholders' equity $ 38,048,000 $ 33,767,000
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</TABLE>
* Prepared from audited financial statements for the year ended August 31,1996.
See notes to unaudited consolidated financial statements.
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TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
MAY 31, June 1, MAY 31, June 1,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net sales $ 18,117,000 $ 10,997,000 $ 51,183,000 $ 38,511,000
Cost of sales 12,789,000 8,683,000 36,280,000 29,696,000
------------ ------------ ------------ ------------
Gross profit 5,328,000 2,314,000 14,903,000 8,815,000
Selling, general and administrative expenses 4,346,000 4,565,000 12,184,000 11,830,000
------------ ------------ ------------ ------------
Income (loss) from operations 982,000 (2,251,000) 2,719,000 (3,015,000)
Other income (expense):
Interest expense (479,000) (620,000) (1,589,000) (1,745,000)
Other expense (195,000) (262,000) (600,000) (647,000)
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes 308,000 (3,133,000) 530,000 (5,407,000)
Provision for income taxes 20,000 -- 70,000 --
------------ ------------ ------------ ------------
Net income (loss) $ 288,000 $ (3,133,000) $ 460,000 $ (5,407,000)
------------ ------------ ------------ ------------
Less:
Preferred stock dividends (114,000) -- (143,000) --
Effect of beneficial conversion feature -- -- (1,011,000) --
------------ ------------ ------------ ------------
Net income (loss) applicable to common stock $ 174,000 $ (3,133,000) $ (694,000) $ (5,407,000)
============ ============ ============ ============
Earnings per common share:
Net income (loss) applicable to common stock $ .01 $ (.19) $ (.04) $ (.33)
============ ============ ============ ============
Weighted average shares outstanding 18,037,150 16,635,064 16,703,473 16,634,104
============ ============ ============ ============
</TABLE>
See notes to unaudited consolidated financial statements.
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TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
MAY 31, June 1,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net income (loss) $ 460,000 $(5,407,000)
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,357,000 1,475,000
Provision for losses on accounts receivable 642,000 690,000
Provision for inventory allowances 170,000 1,133,000
Loss on disposal of assets -- 25,000
Issuance of stock in connection with 401K plan 32,000 30,000
Amortization of warrant valuations 332,000 62,000
Change in operating assets and liabilities:
Accounts receivable (5,496,000) (2,477,000)
Inventories 78,000 (2,498,000)
Prepaid expenses (435,000) (48,000)
Income taxes payable (55,000) (229,000)
Accounts payable 2,308,000 2,603,000
Accrued expenses 570,000 (33,000)
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Net cash used in operating activities (37,000) (4,674,000)
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CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
Capital expenditures (1,054,000) (931,000)
Proceeds from sale of fixed assets -- 580,000
(Increase) decrease in other assets (6,000) (233,000)
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Net cash used in investing activities (1,060,000) (584,000)
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CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Net increase in short term borrowings 1,324,000 5,132,000
Proceeds from long-term debt 29,000 200,000
Principal payments under debt obligations (516,000) (576,000)
Proceeds from exercise of stock options 129,000 --
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Net cash provided by (used in) financing activities 966,000 4,756,000
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NET (DECREASE) INCREASE IN CASH (131,000) (502,000)
CASH AT BEGINNING OF PERIOD 233,000 806,000
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CASH AT END OF PERIOD $ 102,000 $ 304,000
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</TABLE>
See notes to unaudited consolidated financial statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRISTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1997
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the thirty-nine week period ended May 31, 1997, are not
necessarily indicative of the results that may be expected for the year ending
August 30, 1997.
NOTE 2: NET INCOME PER SHARE
The computation of primary earnings (loss) per share is based on the weighted
average number of common shares outstanding during the year plus the dilutive
effect of common stock equivalents consisting of stock options and warrants.
In December 1996 the Company issued 666,529 shares of 7% cumulative convertible
preferred stock ("Series A Preferred") in a private transaction with a related
party and principal stockholder. In a separate transaction in February 1997,
the Company issued 120,690 shares of 7% cumulative convertible preferred stock
(Series B Preferred), in a private transaction with a related party and the
holder of a subordinated promissory note. Each share of the Series A Preferred
is convertible into one share of the Company's common stock, and each share of
the Series B Preferred is convertible into four shares of the Company's common
stock. Earnings (loss) per common share have been adjusted for dividend
requirements on the preferred stock and for the beneficial conversion feature
of the Series B preferred stock as described in Note 7: Shareholders' Equity
(Deficit). Fully diluted earnings (loss) per share is not less than the
primary earnings (loss) per share for the thirteen and thirty-nine week periods
ended May 31, 1997, and June 1, 1996, respectively.
NOTE 3: INVENTORIES
Inventory is stated at the lower of cost or market.
<TABLE>
<CAPTION>
May 31, August 31,
1997 1996
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<S> <C> <C>
Raw materials $ 6,489,000 $ 6,598,000
Work-in-process 305,000 469,000
Finished goods 7,924,000 7,710,000
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14,718,000 14,777,000
Inventory allowances (2,275,000) (2,086,000)
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$12,443,000 $12,691,000
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</TABLE>
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NOTE 4: SHORT-TERM BORROWING
The Company's line of credit, which has been extended to expire September 7,
1997, provides for maximum borrowings of $15,500,000 at prime rate (8.50%) plus
two percentage points per annum, with additional fees approximating a
percentage point per annum. Borrowing capability is based on eligible domestic
and foreign accounts receivable, and on eligible finished goods and
manufacturing inventories, within limits established under the agreement.
This facility is secured by substantially all of the assets of the Company.
The agreement contains material adverse change provisions, as well as certain
restrictions and conditions among which are limitations on cash dividends,
capital expenditures, maximum levels of accounts receivable from related
parties, and repayments of a prior financing arrangement with a related party.
The Company has been advised by its lender that the existing revolving line of
credit and term loan will not be renewed upon the expiration of the credit
agreements in September 1997 as a result of a change in lending strategies by
the lender. The Company is in discussions with potential new lenders and
management believes that a similar or improved line of credit will be put in
place by the September 1997 expiration date.
Remaining availability under the line as of May 31, 1997, was $106,000, based
on the borrowing formulas.
NOTE 5: LITIGATION AND CONTINGENCIES
FREITAS AND KENNER
In October 1994, a suit was filed in Florida state court against the Company
and two of its directors by Ross Freitas, Carolyn Kenner, Rose Freitas and
Melissa Freitas. The complaint alleged causes of action by two plaintiffs for
libel and sought indemnification of legal costs allegedly incurred by those
plaintiffs in suits and proceedings arising from the facts which were the
subject of the investigation conducted by the Special Committee of the Board of
Directors in 1992. The complaint also alleged, on behalf of all four
plaintiffs, that the Company's disclosures relating to the Core Sheth Families'
holding of Company stock and other matters were fraudulent or negligently
misrepresented. In April 1995, the court dismissed the complaint without
prejudice, in part due to the plaintiffs' failure to state a claim for relief.
In May 1995 the plaintiffs refiled the complaint, asserting many of the same
claims, and in June 1996, amended their complaint yet again, naming only the
Company and one of its directors as defendants. The Company intends to dispute
these allegations vigorously and believes that ultimate disposition of the case
will not have a material adverse effect on its business, financial condition or
results of operations.
PROCEEDS OF AN EXECUTIVE LIABILITY AND INDEMNIFICATION POLICY
In November 1994 and June 1995, the United States District Court for the
District of South Carolina approved the disbursement of $1.25 and $0.75
million, respectively, to the Company from the proceeds of an executive
liability and indemnification policy owned by the Company. Two other claimants
under the policy have sought reconsideration of the latter court-approved
disbursement.
INTERNAL REVENUE SERVICE EXAMINATION
In February 1997, the Internal Revenue Service ("the IRS") concluded their
examination of the Company's tax returns submitted for fiscal years 1993, 1994
and 1995. The IRS proposed adjustments disallowing the deductions of payments
made in the settlement of the class action litigation and certain related legal
and professional fees. The Company is in discussions with the IRS on these
issues and will appeal the
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proposed adjustments if necessary. If the Company is unsuccessful in its
discussions or ultimately in an appeal, the effect is not anticipated to be
material to current financial results or the Company's cash flow. However, if
unsuccessful, the Company could lose a significant amount of its existing net
operating loss carryforward benefits.
The Company is subject to ordinary and routine litigation arising out of the
conduct of its business. Management believes that the ultimate disposition of
these proceedings will not have a material adverse effect on the Company's
financial condition.
NOTE 6: RELATED PARTY TRANSACTIONS:
Certain suppliers of fragrance product components and the primary suppliers of
cosmetic products are affiliates of the Core Sheth families who beneficially
own 81.6% of the Company's outstanding common stock. Related party accounts
payable result from the purchase of products from those vendors. Related party
accounts receivable result from the sale of products to those and other
affiliates of the Core Sheth Families. The payables and receivables balances
are offset for presentation purposes and the net balance of accounts receivable
or accounts payable is presented on the balance sheet. Related party payables
also include payables due members of the Company's Board of Directors which
result, in the normal course of business, from expenses associated with Board
and related committee meetings. The following summarizes the presentations at
May 31, 1997 and August 31, 1996.
<TABLE>
<CAPTION>
MAY 31, August 31,
1997 1996
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<S> <C> <C>
ACCOUNTS RECEIVABLE:
Total accounts receivable-related parties $2,144,000 1,679,000
Offset amount (671,000) (161,000)
---------- ---------
Net related parties receivables $1,473,000 1,518,000
========== =========
ACCOUNTS PAYABLE:
Total accounts payable-related parties $3,837,000 3,061,000
Offset amount (671,000) (161,000)
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Net related parties payables $3,166,000 2,900,000
========== =========
</TABLE>
The Company purchases finished goods and fragrance product components from Core
Sheth Families affiliates. During the thirty-nine week period ended May 31,
1997, and for the respective period in fiscal 1996, the Company purchased
approximately $4,476,000 and $3,809,000, respectively.
During the thirty-nine week period ended May 31, 1997, and for the respective
period in fiscal 1996, the Company sold products to Core Sheth Families
affiliates in the amounts of approximately $2,872,000 and $1,209,000,
respectively.
NOTE 7: SHAREHOLDERS' EQUITY (DEFICIT)
To strengthen the financial position of the Company, effective December 11,
1996, Transvit Manufacturing Corporation ("Transvit"), a related party and
principal stockholder, agreed to convert a $4,666,000 subordinated note payable
into 666,529 shares of the Company's Series A convertible non-voting preferred
stock. The preferred stock has cumulative preferred dividends of $0.315 per
share and a preferred distribution of $7.00 per share plus accrued and unpaid
dividends. Each share of the Series A preferred
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stock is convertible, at the option of Transvit, into one share of the
Company's common stock. The Company can redeem the shares of Series A
preferred stock at any time for cash of $7 per share, plus all accrued and
unpaid dividends. The conversion price approximated the closing bid price of
the Company's common stock as reported by the NASDAQ on the date of this
transaction
In a subsequent transaction effective February 21, 1997, Nevell Investments,
S.A. ("Nevell"), the holder of a subordinated long-term promissory note in the
principal amount of $4,000,000, converted $3,500,000 of that note into 120,690
shares of the Company's Series B convertible non-voting preferred stock. The
Series B preferred stock has cumulative preferred dividends of $2.03 per share
and a preferred distribution of $29.00 per share plus accrued and unpaid
dividends. Each share of the Series B preferred stock is convertible, at the
option of Nevell, into four shares of the Company's common stock. The Company
can redeem the shares of Series B preferred stock at any time for cash of $29
per share ($7.25 per common share), plus all accrued and unpaid dividends.
On February 21, 1997, the closing bid price of the Company's common stock as
reported by the NASDAQ was $9 11/32. At that date, the Series B preferred
stock carried a "beneficial conversion feature" of $2 3/32, the difference
between the conversion price and the closing bid price. Based on a recent
announcement by the Securities and Exchange Commission staff, the value of the
beneficial conversion feature must be reflected in the financial statements of
the Company as a dividend to the preferred shareholder. Accordingly, the
Company has recorded a charge to retained earnings and an increase to the value
of the Series B preferred stock in the amount of $1,011,000. Additionally, as
a result of the conversion the Company recognized $270,000 of increased warrant
amortization during the quarter ended March 1, 1997.
The treatment of the beneficial conversion feature results in an adjustment to
the computation of the earnings per share applicable to the common stock
shareholder and is accordingly reflected on the Company's consolidated
statement of operations.
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Independent Accountants' Review Report
The Board of Directors and Shareholders
Tristar Corporation:
We have reviewed the condensed consolidated balance sheet of Tristar
Corporation and subsidiaries as of May 31, 1997, and the related condensed
consolidated statements of operations for the thirteen week and thirty-nine
week periods ended May 31, 1997 and June 1 , 1996, and the consolidated
statements of cash flows for the thirty-nine week periods ended May 31, 1997
and June 1, 1996. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Tristar Corporation and
subsidiaries as of August 31, 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated December 11, 1996 which referred to
other auditors, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of August 31, 1996, is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
KPMG Peat Marwick LLP
San Antonio, Texas
July 11, 1997
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED MAY
31, 1997, AND JUNE 1, 1996.
This document contains certain "forward-looking" statements as such term is
defined in the Private Securities Litigation Reform Act of 1995 and information
relating to the Company and its subsidiaries that are based on the beliefs of
the Company's management. When used in this report, the words "anticipate,"
"believe," "estimate," "expect" and "intend" and words or phrases of similar
import, as they relate to the Company or its subsidiaries or Company
management, are intended to identify forward-looking statements. Such
statements reflect the current risks, uncertainties and assumptions related to
certain factors including, without limitation, competitive factors, general
economic conditions, customer relations, relationships with vendors, the
interest rate environment, governmental agencies, seasonality, distribution
networks, product introductions and acceptance, onetime events and other
factors described herein and in other filings made by the Company with the
Securities and Exchange Commission. Based upon changing conditions, should any
one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. The company does not intend to update these forward-looking
statements.
For the thirteen week period ended May 31, 1997 the Company recorded net income
of $288,000 compared to a net loss of $3,133,000 for the thirteen week period
ended June 1, 1996. For the thirty-nine week period ended May 31, 1997 the
Company recorded net income of $460,000 compared to a net loss of $ 5,407,000
for the thirty-nine week period ended June 1, 1996.
On February 21, 1997, the Company entered into a transaction whereby it
converted $3,500,000 of subordinated debt into Series B preferred stock. The
conversion feature of this transaction allows the conversion of the preferred
stock into the Company's common stock at a price of $7.25 per common share. On
the date of the transaction, the closing bid price of the Company's common
stock as reported by NASDAQ was $9 11/32. Based on a recent announcement by
the Securities and Exchange Commission staff, the difference between the
conversion price and the closing bid price on the date of the transaction must
be accounted for as a dividend to the preferred shareholder. This amount, a
non-cash item of $1,011,000, and accrued dividends on the preferred stock are
reflected on the Consolidated Statement of Operations as a reduction of the net
income (loss) line and are considered in computing the net income (loss)
applicable to each share of common stock. Net income (loss) applicable per
share of common stock calculations were $0.01 and ($0.19) for the thirteen
weeks and ($0.04) and ($0.33) for the thirty-nine weeks ended May 31, 1997 and
June 1, 1996, respectively.
NET SALES
Net sales of $18,117,000 for the thirteen weeks ended May 31, 1997, were 65%
greater than the net sales of $10,997,000 for the thirteen weeks ended June 1,
1996. For the thirty-nine weeks ended May 31, 1997, sales were $51,183,000, an
increase of 33% over the thirty-nine weeks ended June 1, 1996 ($38,511,000).
The increase over the prior fiscal period can be primarily attributed to growth
in sales in the wholesale and Latin America markets as a result of the success
of the Royal Selections fragrance line, which was introduced in September 1996.
NET SALES - CHANNELS OF DISTRIBUTION
The Company markets and distributes products to wholesalers, distributors,
chain stores, mass merchandisers, and independent retail channels in various
markets throughout North and South America.
For the thirteen and thirty-nine week periods ended May 31, 1997, the Company
experienced a growth in the U.S. wholesale and Latin America markets while
experiencing a slight decline in the combined chain, specialty chain and mass
merchandising channels when compared to fiscal 1996. The growth in the
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wholesale and Latin America channels is indicative of the success of the new
Royal Selections fragrance line introduced in September 1996. The competitive,
both in price and presentation, Royal Selections line, designed for the
wholesale and Latin America markets, has received significant acceptance in
those markets to the extent that the Company was at times unable to completely
satisfy the demand for specific fragrances in that product line. The Company
is continuing in its efforts to equalize availability and demand. The Company
continues to devote resources to all channels of distribution in the U.S. and
Latin America with programs including, but not limited to, promotions and
limited advertising. In certain Latin America markets, economic and political
conditions continue to restrict growth.
NET SALES - RELATED PARTIES
In the thirteen and thirty-nine week periods of fiscal 1997, sales to
affiliates of the Core Sheth Families, the Company's major stockholder, were
$1,030,000 and $2,872,000 respectively, as compared to $344,000 and $1,209,000
respectively, for the comparable periods ended June 1, 1996.
NET SALES - PRODUCTS PURCHASED FROM RELATED PARTIES
Of the net sales in the thirty-nine weeks of fiscal 1997, approximately 7%, or
$3,428,000, resulted from the sale of products purchased from related parties
as finished goods. For the same period in fiscal 1996, comparable numbers were
11%, or $4,407,000. In addition, fragrances and other products manufactured
and sold by the Company included some components that were purchased from
related parties. The cost of those components approximated 7% and 11% of cost
of sales in the same periods of fiscal 1997 and 1996, respectively.
GROSS PROFIT
The Company's gross profit for the thirteen week periods ended May 31, 1997 and
June 1, 1996 was $5,328,000, or 29% of sales and $2,314,000 or 21% of sales,
respectively. Gross profit for the thirty-nine week periods ended May 31, 1997
and June 1, 1996 were $14,903,000, or 29% of sales and $8,815,000 or 23% of
sales, respectively. The improvement in gross profit in fiscal 1997 in
comparison to fiscal 1996 was primarily due to lower manufacturing variances
and improved product margins in fiscal 1997 versus 1996. The improved product
margins reflect a change in the product mix sold in fiscal 1997. Included in
the mix were sales of the higher margin premium line, which was not
introduced until the second quarter of fiscal 1996. Gross profit margins are
expected to remain at the current levels for the remainder of the fiscal year
with production efficiency improvements being offset by lower introductory
margins on the revamped lower priced line.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") for the thirteen and
thirty-nine week periods ended May 31, 1997 decreased 5% to $4,346,000 and
increased 3% to $12,184,000, respectively, from $4,565,000 and $11,830,000,
respectively, for the like fiscal 1996 periods ended June 1, 1996. The
increase in the thirty-nine weeks of fiscal 1997 over the comparable 1996
fiscal period was due primarily to expenses associated with the development of
the chain markets in the United States.
NON OPERATING INCOME OR EXPENSE
Interest expense decreased when comparing the thirteen and thirty-nine week
periods of fiscal 1997 to the same periods of fiscal 1996 as a result of the
conversion of interest bearing subordinated debt into preferred stock.
Page 13
<PAGE> 14
POTENTIAL ADVERSE AFFECTS ON RESULTS OF OPERATIONS FOR FUTURE PERIODS
The results for the remainder of fiscal 1997 and fiscal 1998 could be adversely
affected by each or all of the following factors:
1. Mexican Market. The market for the Company's products continues to be
negatively impacted as a result of the devaluation of the Mexican Nuevo
Peso in December 1994 and the subsequent economic and political
instability. These factors sharply reduced the purchasing power of the
Mexican consumer and therefore the demand for the Company's products was
adversely affected. Any future significant deterioration of the Peso's
value would be expected to further adversely affect the Company's sales in
Mexico and also the collectability of accounts receivable. The Company
believes that some of its customers based in the United States sell the
Company's products (as well as the products of other companies) to
purchasers who, in turn, may attempt to import goods into Mexico without
full payment of applicable Mexican taxes and customs duties. Enhanced
enforcement efforts by Mexican authorities may have an adverse effect on
the Company's sales to such customers.
2. Latin America Economies. Growth in sales, or even the maintenance of
existing sales levels, in certain Latin American countries depends to a
large extent on the economic health and political stability of those
countries. Any deterioration in the economic or political stability in
such countries could adversely affect sales.
3. Supply of Products. The Company's ability to manufacture and to satisfy
consumer demand for fragrances is dependent on the supply of certain
components from single sources including an affiliate of the Core Sheth
Families. Any inability of these vendors to meet the Company's
requirements could have an adverse effect on the Company's results until an
alternative source could be found and/or developed. In addition, the
Company is dependent on the supply of cosmetic products, other than
cosmetic pencils, from Core Sheth Families affiliates. If such affiliates
were to cease or be unable to supply these cosmetic products, the lack of
these products would have an adverse effect on the Company until a
secondary supplier could be located.
4. New and Developing Markets. The Company continues in its attempts to
develop and expand sales in Latin America. In the process, the Company
incurs significant expenses in order to establish a marketing presence and
an economically viable amount of sales. There is no assurance that the
Company will be successful in those endeavors nor that it will recover its
initial expenses and start up costs. In addition, certain countries from
time to time impose strict import restrictions, high levels of taxes on
imports, and restrictions on currency transactions, all of which could
affect the success of sales and marketing activities and also affect the
profitability of such activities.
5. Limitations on Working Capital. The Company experienced a limitation of
working capital availability in the latter part of fiscal 1996. The
restricted availability resulted in the maximization of borrowings under
the Company's credit facility and in delaying payments to certain vendors
(primarily affiliates of the Core Sheth families) beyond customary terms.
While management does not anticipate such an event, a severe recurrence in
the future could restrict the Company's ability to purchase components.
The inability to purchase certain components could reduce the Company's
ability to manufacture product with a resultant negative impact on sales
and results of operations.
6. Replacement of the Existing Lines of Credit. The Company has been advised
by its commercial lender that the existing lines of credit will not be
renewed when they expire in September 1997. While management expects that
it will replace the existing lines with similar or improved lines, there
can be no assurance that the Company will be successful. The Company is in
discussions with potential lenders to replace the existing lines.
At this time, it is not known whether, or to what degree, the above factors
will have a material adverse impact on future results.
Page 14
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
The Company currently is obtaining its working capital from three primary
sources: a revolving line of credit, cash generated by operations, and from
delaying payments to vendors (primarily related parties) beyond customary
terms.
Operating Activities
Operations in the thirty-nine week period ended May 31, 1997, utilized $37,000
in cash primarily due to increased trade accounts receivable ($5,496,000).
Offsetting the usages were net income of $2,993,000 adjusted for non cash
items, and increases in accounts payable ($2,308,000) and accrued expenses
($570,000).
Accounts receivable grew primarily as a result of increased sales and due to
varying extended financing terms given to customers. The increase in accounts
payable is attributable to a higher level of raw materials purchases to support
increased sales.
Investing Activities
Capital expenditures during the thirty-nine week period were $1,054,000,
consisting primarily of investments in production related machinery and
equipment, facilities related items, and computer equipment. Capital
expenditures for the remainder of the fiscal year are expected to be primarily
for manufacturing equipment and computer equipment and software.
Financing Activities
During the thirty-nine week period ended May 31, 1997, short term borrowings
increased $1,324,000 to $10,643,000 under its revolving line of credit.
Remaining availability under the line as of May 31, 1997, was $106,000 based on
the borrowing formulas.
The Company had at May 31, 1997, a revolving credit agreement, amended as of
October 1, 1996, February 22, 1997 and June 25, 1997, which provided for
$15,500,000 of maximum borrowings at the prime rate (8.50% at May 31, 1997)
plus two percentage points per annum, with additional fees approximating one
percentage point per annum. Borrowings under this credit agreement are limited
to 75% of eligible domestic accounts receivable, 60% of eligible foreign
accounts receivable, 100% of eligible related party receivables secured by
letters of credit, 50% of eligible finished goods inventories, and 40% of
eligible manufacturing inventories. Eligibility is as defined in the credit
agreement. In December 1996, the lender agreed to extend the expiration date
from March 1997 to July 1997 subject to certain conditions that included a
requirement that the Company meet its budgeted operating results. In June
1997, the expiration date was extended to September 1997.
The term loan entered into in July 1995 with the same lender as the short term
revolving credit line, provided for borrowings of $3.9 million of which
$2,606,000 were outstanding as of May 31, 1997. This loan is subject to the
same interest rate, fees, and debt restrictions as listed above for the
revolving credit lines. The loan calls for monthly installments assuming a
maturity date in 2002, however, for financial statement presentation purposes,
the entire loan is considered as current reflecting the September 1997
expiration date of the credit facility with the lender.
The credit lines are secured by substantially all of the assets of the Company.
The agreements contain material adverse change provisions, as well as certain
restrictions and conditions among which are limitations on cash dividends and
capital expenditures. (See Note 4 of the Notes to the Consolidated Financial
Statements).
The Company has been advised by its lender that the existing revolving line of
credit and term loan will not be renewed upon the expiration of the credit
agreements in September 1997 as a result of a change in lending strategies by
the lender. The Company is in discussions with potential new lenders and
Page 15
<PAGE> 16
management believes that a similar or improved line of credit will be put in
place by the September 1997 expiration date. The line of credit, together with
cash generated by operations and the continued ability to delay payments as
required to related party vendors should provide sufficient cash to meet the
requirements of the Company for the balance of fiscal 1997.
As of August 31, 1996, the Company was indebted in the amount of $4.7 million
to a Core Sheth Families affiliate under a loan agreement entered into in
August 1993. The note, which was subordinated to the commercial lender, bore
interest at the rate of 4.5% per annum. On December 11, 1996, the $4.7 million
of subordinated debt was converted into the Company's Series A convertible
preferred stock (See Note 7 of the Notes to the Consolidated Financial
Statements). The Company remains indebted to the affiliate for delinquent
interest payments ($567,000) on the converted debt.
The settlement of the stockholder class action litigation recorded in May 1993
($9.5 million) resulted in a material change to the Company's long-term debt to
equity ratio. As of August 31, 1996, the Company had outstanding subordinated
long-term debt to a Core Sheth Families affiliate of $8 million related to that
settlement. On February 21, 1997, $3.5 million of this debt was converted into
the Company's Series B convertible preferred stock (See Note 7 of the Notes to
the Consolidated Financial Statements). The remaining debt, $4.5 million,
bears interest at rates of 6.36% to 8.23% per annum. The Company remains
indebted to the affiliate for delinquent interest payments of $315,000 on the
converted debt ($3.5 million). Repayments of the remaining debt will begin in
the year 2001. Due to the subordination of the debt to senior lenders, the
long-term nature of the debt, and the conversion of $3.5 million to preferred
stock, the Company does not believe that the ratio of long-term debt to equity
has an adverse effect on the Company.
As of May 31, 1997, the Company's financial statements reflect accrued interest
of $1,506,000 due on the above related party debt including the delinquent
amounts due on debt converted to preferred stock. A payment waiver has been
obtained from the related party for delinquent interest payments.
The Company also purchases certain equipment, primarily office furniture,
computer equipment and software, under long- term purchase agreements. These
are not material to the Company's cash flow.
The Company does not have any plans to pay any cash dividends on the Common
Stock or the Preferred Stock in the foreseeable future. Further, payments of
such dividends are subject to restrictions imposed by the Company's commercial
lender in connection with the existing revolving lines of credit.
Page 16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
10.36 Fourth Amendment to Consolidated and Restated Loan and
Security Agreement dated June 25, 1997, between the
Company and Fremont Financial Corporation.
23 Awareness Letter of KPMG Peat Marwick LLP.
27 Financial Data Schedule.
b) REPORTS ON FORM 8-K
None.
Page 17
<PAGE> 18
SIGNATURES
Pursuant to the requirements 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.
TRISTAR CORPORATION
(Registrant)
Date: July 14, 1997 /s/ Viren S. Sheth
------------- ----------------------------------------
VIREN S. SHETH
President and Chief Executive Officer
(Principal Executive Officer)
Date: July 14, 1997 /s/ Loren M. Eltiste
------------- ----------------------------------------
LOREN M. ELTISTE
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Page 18
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBITS
<S> <C>
10.36 Fourth Amendment to Consolidated and Restated Loan and Security
Agreement dated June 25, 1997, between the Company and Fremont Financial
Corporation.
23 Awareness Letter of KPMG Peat Marwick LLP.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10.36
THIRD AMENDMENT
TO CONSOLIDATED AND RESTATED
LOAN AND SECURITY AGREEMENT
This FOURTH AMENDMENT TO CONSOLIDATED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of June 25, 1997, by and between
FREMONT FINANCIAL CORPORATION ("Fremont") and TRISTAR CORPORATION ("Borrower"),
in light of the following:
WHEREAS, Borrower and Fremont entered into a Consolidated and Restated Loan
and Security Agreement dated effective January 1, 1996, as amended by (i) that
certain First Amendment to Consolidated and Restated Loan and Security
agreement dated as of March 11, 1996 and (ii) that certain Second Amendment to
Consolidated and Restated Loan and Security Agreement effective as of October
1, 1996, and (iii) that certain Third Amendment to Consolidated and Restated
Loan and Security Agreement, dated as of February 27, 1997 (as amended from
time to time, the "Loan Agreement"; Capitalized terms used herein shall have
the meanings set forth in the Loan Agreement unless specifically defined
herein); and
WHEREAS, Borrower and Fremont wish to amend the Loan Agreement and extend
the termination date thereunder as set forth herein.
NOW THEREFORE, in consideration of the mutual promises and agreements of
the parties hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged the
parties hereto agree as follows:
1. AMENDMENT TO SECTION 2.1 OF THE LOAN AGREEMENT. Section 2.1 of the
Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing such Section with the following language:
"2.1 REVOLVING ADVANCES; ADVANCE LIMIT. Upon the request of
Borrower, made at any time or from time to time during the term hereof, and
so long as no Event of Default has occurred and is continuing, Fremont
shall, in its sole and absolute discretion, make advances to Borrower in an
amount up to (a) Seventy-Five percent (75%) of the aggregate outstanding
amount of Eligible Accounts other than Foreign Accounts, PLUS (b) the
lesser of (1) Sixty percent (60%) of the aggregate outstanding amount of
Eligible Accounts consisting of Foreign Accounts or (2) ONE MILLION DOLLARS
($1,000,000), PLUS (c) the lesser of (1) One hundred percent (100%) of the
aggregate outstanding amount of Eligible Affiliate Accounts or (2) ONE
MILLION DOLLARS ($1,000,000), PLUS (d) the lesser of (1) Forty percent
(40%) of the aggregate of the Eligible Inventory consisting of raw
materials Inventory or (2) TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($2,500,000), PLUS (e) the lesser of (1) Fifty percent (50%) of the
aggregate value of the Eligible Inventory consisting of finished goods
Inventory or (2) FIVE MILLION DOLLARS ($5,000,000); PROVIDED, HOWEVER,
<PAGE> 2
that in no event shall the aggregate amount of the outstanding advances
made pursuant to subsections (d) and (e) under this Section 2.1 be greater
than (I) SIX MILLION DOLLARS ($6,000,000) at any time during the period
commencing July 7, 1997 through and including August 6, 1997, or (II) FIVE
MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) at any time during the
period commencing august 7, 1997 through the remainder of the term of this
Agreement; PROVIDED FURTHER, HOWEVER, that in no event shall the aggregate
amount of the outstanding advances made pursuant to this Section 2.1 be
greater than at any time, the sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($15,500,000) (the Advance Limit). Notwithstanding the foregoing
formula and the definitions of Eligible Accounts, Eligible Affiliate
Accounts and Eligible Inventory, Fremont may reduce its advance rates on
Eligible Accounts, Eligible Affiliate Accounts or Eligible Inventory or
establish reserves with respect to borrowing availability if it determines,
in its sole discretion, that there has occurred, or is likely to occur, an
impairment of the prospect of repayment of all or any portion of the
Obligations or an impairment of the value or priority of Fremont's security
interests in the Collateral."
2. AMENDMENT TO SECTION 3.1 OF THE LOAN AGREEMENT. Section 3.1 of the
Loan Agreement is hereby amended by deleting the language "July 7, 1997" in the
first sentence thereof and replacing such language with "September 7, 1997."
3. AMENDMENT FEE. Borrower shall pay to Fremont an amendment fee in the
aggregate amount of Twenty Thousand Dollars ($20,000). Such amendment fee
shall be payable in two (2) installment of Ten Thousand Dollars ($10,000), the
first such installment shall be due and payable on July 7, 1997, and the
remaining installment shall be due and payable on August 7, 1997; PROVIDED,
HOWEVER, if Borrower indefeasibly pays in full all of the Obligations of
Borrower to Fremont before August 7, 1997, Borrower shall not be required to
pay the second installment of the amendment fee.
4. REAFFIRMATION OF OBLIGATIONS. Borrower reaffirms, ratifies and
confirms its Obligations under the Loan Agreement, acknowledges that all the
terms and conditions in the Loan Agreement (except as amended herein) remain in
full force and effect and further acknowledges that the security interest
granted to Fremont in the Collateral is valid and perfected.
5. NO EVENT OF DEFAULT. Borrower is not aware of any events which now
constitute, or with the passage of time or the giving of notice would
constitute, an Event of Default under the Loan Agreement.
6. ENTIRE AGREEMENT. This Amendment constitutes the entire agreement of
the parties in connection with the subject matter of this Amendment and cannot
be changed or terminated orally. All prior agreements, understandings,
representations warranties and negotiations regarding the subject matter
hereof, if any, are merged into this Amendment.
<PAGE> 3
7. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original, and all of
such counterparts together shall constitute but one and the same agreement.
8. GOVERNING LAW. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia.
IN WITNESS WHEREOF, Borrower and Fremont have executed this Amendment as of
the date first written above.
FREMONT FINANCIAL CORPORATION,
a California corporation
By: /s/ Carlos E. Chang
--------------------------------------------------
Carlos E. Chang
Vice President
TRISTAR CORPORATION,
a Delaware corporation
By: /s/Loren M. Eltiste
--------------------------------------------------
Loren M. Eltiste
Vice President and Chief Financial Officer
<PAGE> 1
EXHIBIT 23
Tristar Corporation
San Antonio, Texas
Ladies and Gentlemen:
RE: REGISTRATION STATEMENT NO.'S 33-45396 AND 333-26567
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated July 11, 1997 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
San Antonio, Texas
July 11, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-30-1997
<PERIOD-END> MAY-31-1997
<CASH> 102,000
<SECURITIES> 0
<RECEIVABLES> 15,894,000
<ALLOWANCES> 1,084,000
<INVENTORY> 12,443,000
<CURRENT-ASSETS> 29,132,000
<PP&E> 8,229,000
<DEPRECIATION> 6,749,000
<TOTAL-ASSETS> 38,048,000
<CURRENT-LIABILITIES> 26,754,000
<BONDS> 0
0
9,177,000
<COMMON> 167,000
<OTHER-SE> (2,592,000)
<TOTAL-LIABILITY-AND-EQUITY> 38,048,000
<SALES> 18,117,000
<TOTAL-REVENUES> 18,117,000
<CGS> 12,789,000
<TOTAL-COSTS> 17,135,000
<OTHER-EXPENSES> 674,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 479,000
<INCOME-PRETAX> 308,000
<INCOME-TAX> 20,000
<INCOME-CONTINUING> 288,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 288,000
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
