1
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: MARCH 1, 1997
-------------------------
-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 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
corporation 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
ON APRIL 14, 1997, THERE WERE OUTSTANDING 16,710,176 SHARES
OF COMMON STOCK, $.01 PAR VALUE, OF THE REGISTRANT.
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TRISTAR CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--March 1, 1997 and August 31, 1996 3
Consolidated statements of operations--thirteen and twenty-six week
periods ended March 1, 1997 and March 2, 1996, respectively 5
Consolidated statements of cash flows--twenty-six week periods ended
March 1, 1997 and March 2, 1996, respectively 6
Notes to consolidated financial statements--March 1, 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 18
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURES 19
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 1,
1997 August 31,
ASSETS (unaudited) 1996 *
------------ ------------
Current assets:
Cash $ 149,000 $ 233,000
Accounts receivable, less allowance for doubtful accounts
of $1,011,000 and $850,000, respectively 13,342,000 9,522,000
Accounts receivable - related parties - net 748,000 1,518,000
Inventories 13,658,000 12,691,000
Prepaid expenses 798,000 258,000
------------ ------------
Total current assets 28,695,000 24,222,000
------------ ------------
Property, plant and equipment, less accumulated depreciation
of $6,283,000 and $5,391,000 7,985,000 8,532,000
------------ ------------
Other assets:
Warrant valuation, less accumulated amortization
of $1,747,000 and $1,436,000, respectively 342,000 653,000
Other assets 455,000 360,000
------------ ------------
Total other assets 797,000 1,013,000
------------ ------------
Total assets $ 37,477,000 $ 33,767,000
============ ============
* 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)
MARCH 1,
1997 August 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED) 1996 *
------------ ------------
Current liabilities:
Short-term borrowings $ 10,653,000 $ 9,319,000
Accounts payable--trade 7,139,000 5,233,000
Accounts payable--related parties - net 3,098,000 2,900,000
Accrued bonuses 214,000 202,000
Accrued interest expense-subordinated debt 1,433,000 1,174,000
Other accrued expenses 929,000 847,000
Accrued preferred stock dividends 29,000 --
Income taxes payable 10,000 85,000
Current portion of capital lease obligations 40,000 38,000
Current portion of long-term obligations 2,817,000 3,134,000
------------ ------------
Total current liabilities 26,362,000 22,932,000
Long-term debt, less current portion -- 3,000
Obligations under capital leases, less current portion 59,000 59,000
Subordinated long term debt - related parties, less current portion 4,500,000 12,666,000
------------ ------------
Total liabilities 30,921,000 35,660,000
------------ ------------
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 16,710,176 shares and
16,650,176 shares, respectively 167,000 167,000
Additional paid-in-capital 10,493,000 10,354,000
Accumulated deficit (13,281,000) (12,414,000)
------------ ------------
Total shareholders' equity (deficit) 6,556,000 (1,893,000)
------------ ------------
Total liabilities and shareholders' equity $ 37,477,000 $ 33,767,000
============ ============
* 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)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
MARCH 1, March 2, MARCH 1, March 2,
1997 1996 1997 1996
------------ ------------ ------------ ------------
Net sales $ 15,577,000 $ 10,112,000 $ 33,066,000 $ 27,514,000
Cost of sales 11,229,000 8,189,000 23,491,000 21,013,000
------------ ------------ ------------ ------------
Gross profit 4,348,000 1,923,000 9,575,000 6,501,000
Selling, general and administrative expenses 4,070,000 3,865,000 7,838,000 7,265,000
------------ ------------ ------------ ------------
Income (loss) from operations 278,000 (1,942,000) 1,737,000 (764,000)
Other income (expense):
Interest expense (506,000) (589,000) (1,110,000) (1,125,000)
Other expense (366,000) (67,000) (405,000) (385,000)
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes (594,000) (2,598,000) 222,000 (2,274,000)
Provision for income taxes 20,000 (120,000) 50,000 --
------------ ------------ ------------ ------------
Net (loss) income $ (614,000) $ (2,478,000) $ 172,000 $ (2,274,000)
------------ ------------ ------------ ------------
Less:
Preferred stock dividends (29,000) -- (29,000) --
Effect of beneficial conversion feature (1,011,000) -- (1,011,000) --
============ ============ ============ ============
Net (loss) applicable to common stock $ (1,654,000) $ (2,478,000) $ (868,000) $ (2,274,000)
============ ============ ============ ============
Earnings per common share:
Net (loss) applicable to common stock $ (.10) (.15) (.05) (.14)
============ ============ ============ ============
Weighted average shares outstanding 16,714,205 16,635,064 16,695,378 16,633,626
============ ============ ============ ============
See notes to unaudited consolidated financial statements.
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TRISTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
TWENTY-SIX WEEKS ENDED
MARCH 1, March 2,
1997 1996
------------ ------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net income (loss) $ 172,000 $ (2,274,000)
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 892,000 1,065,000
Provision for losses on accounts receivable 493,000 285,000
Provision for inventory allowances 276,000 632,000
Issuance of stock in connection with 401K plan 10,000 30,000
Amortization of warrant valuations 311,000 41,000
Change in operating assets and liabilities:
Accounts receivable (3,307,000) (3,795,000)
Inventories (1,479,000) (2,467,000)
Prepaid expenses (540,000) (76,000)
Income taxes payable (75,000) (117,000)
Accounts payable 2,104,000 2,520,000
Accrued expenses 353,000 187,000
------------ ------------
Net cash used in operating activities (790,000) (3,969,000)
------------ ------------
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
Capital expenditures (345,000) (772,000)
(Increase) decrease in other assets (95,000) (205,000)
------------ ------------
Net cash used in investing activities (440,000) (977,000)
------------ ------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Net increase in short term borrowings 1,334,000 4,888,000
Proceeds from long-term debt 29,000 200,000
Principal payments under debt obligations (346,000) (321,000)
Proceeds from exercise of stock options 129,000 --
------------ ------------
Net cash provided by (used in) financing activities 1,146,000 4,767,000
------------ ------------
NET (DECREASE) INCREASE IN CASH (84,000) (179,000)
CASH AT BEGINNING OF PERIOD 233,000 806,000
------------ ------------
CASH AT END OF PERIOD $ 149,000 $ 627,000
============ ============
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)
MARCH 1, 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 twenty-six week period ended March 1, 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 twenty-six week periods ended
March 1, 1997, and March 2, 1996, respectively.
NOTE 3: INVENTORIES
Inventory is stated at the lower of cost or market.
- ---------------------------------------------------
March 1, August 31,
1997 1996
------------ ------------
Raw materials $ 7,364,000 $ 6,598,000
Work-in-process 311,000 469,000
Finished goods 8,112,000 7,710,000
------------ ------------
15,787,000 14,777,000
Inventory allowances (2,129,000) (2,086,000)
------------ ------------
$ 13,658,000 $ 12,691,000
============ ============
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NOTE 4: SHORT-TERM BORROWING
The Company's line of credit which expires July 7, 1997, provides for maximum
borrowings of $15,500,000 at prime rate (8.25%) 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 July 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
July 1997 expiration date.
Remaining availability under the line as of March 1, 1997, was $594,000, 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 incurred by two 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 78% 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 affiliates. 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 March 1, 1997 and August 31, 1996.
- -------------------------------------------------------------------------------
MARCH 1, AUGUST 31,
1997 1996
------------ ---------
ACCOUNTS RECEIVABLE:
Total accounts receivable-related parties $ 1,356,000 1,679,000
Offset amount (608,000) (161,000)
------------ ---------
Net related parties receivables $ 748,000 1,518,000
============ =========
ACCOUNTS PAYABLE:
Total accounts payable-related parties $ 3,706,000 3,061,000
============ =========
Offset amount (608,000) (161,000)
------------ ---------
Net related parties payables $ 3,098,000 2,900,000
============ =========
- -------------------------------------------------------------------------------
The Company purchases finished goods and fragrance product components from Core
Sheth Families affiliates. During the twenty-six week period ended March 1,
1997, and for the respective period in fiscal 1996, the Company purchased
approximately $3,162,000 and $2,384,000, respectively.
During the twenty-six week period ended March 1, 1997, and for the respective
period in fiscal 1996, the Company sold products to Core Sheth Families
affiliates in the amounts of approximately $1,841,000 and $865,000,
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.
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 March 1, 1997, and the related condensed
consolidated statements of operations for the thirteen week and twenty-six week
periods ended March 1, 1997 and March 2, 1996, and the consolidated statements
of cash flows for the twenty-six week periods ended March 1, 1997 and March 2,
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
April 10, 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 TWENTY-SIX WEEK PERIODS ENDED MARCH
1, 1997, AND MARCH 2, 1996.
For the thirteen week period ended March 1, 1997 the Company recorded a net
loss of $614,000 compared to a net loss of $2,478,000 for the thirteen week
period ended March 2, 1996. For the twenty-six week period ended March 1, 1997
the Company recorded net income of $172,000 compared to a net loss of $
2,274,000 for the twenty-six week period ended March 2, 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
(loss) income line and are considered in computing the net loss applicable to
each share of common stock. Net loss applicable per share of common stock
calculations as adjusted for these items ($0.06 per share) were $0.10 and $0.15
for the thirteen weeks and $0.05 and $0.14 for the twenty-six weeks ended March
1, 1997 and March 2, 1996, respectively.
NET SALES
Net sales of $15,577,000 for the thirteen weeks ended March 1, 1997, were 54%
greater than the net sales of $10,112,000 for the thirteen weeks ended March 2,
1996. For the twenty-six weeks ended March 1, 1997, sales were $33,066,000, an
increase of 20% over the twenty-six weeks ended March 2, 1996 ($27,514,000).
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
successful introduction of the Royal Selections fragrance line 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 twenty-six week periods ended March 1, 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
wholesale and Latin America channels is indicative of the successful
introduction of the new Royal Selections fragrance line in September 1996. The
very 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.
It is anticipated that demand and availability will equalize in the third
quarter. 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 twenty-six week periods of fiscal 1997, sales to affiliates
of the Core Sheth Families, the Company's major stockholder, were $1,137,000
and $1,841,000 respectively, as compared to $424,000 and $865,000 respectively,
for the comparable period ended March 2, 1996.
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NET SALES - PRODUCTS PURCHASED FROM RELATED PARTIES
Of the net sales in the twenty-six weeks of fiscal 1997, approximately 9%, or
$2,988,000, resulted from the sale of products purchased from related parties
as finished goods. For the same period in fiscal 1996, comparable numbers were
12%, or $3,222,000. 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 4% and 12% 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 March 1, 1997
and March 2, 1996 was $4,348,000, or 28% of sales and $1,923,000 or 19% of
sales, respectively. Gross profit for the twenty-six week periods ended March
1, 1997 and March 2, 1996 were $9,575,000, or 29% of sales and $6,501,000 or
24% 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 DCA line, which was not
introduced until the second quarter of fiscal 1996. Gross profit margins are
expected to remain at the current levels or improve slightly in the remainder
of the fiscal year as production efficiency improvements are expected to
continue.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") for the thirteen and
twenty-six week periods ended March 1, 1997 increased 5% to $4,070,000 and 8%
to $7,838,000, respectively, from $3,865,000 and $7,265,000, respectively, for
the like fiscal 1996 periods ended March 2, 1996. The increase over the
comparable prior 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 slightly when comparing the thirteen and twenty-six
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. For
the thirteen and twenty-six weeks ending March 1, 1997, other expense was
higher than the comparable period in fiscal 1996 reflecting the increased
warrant amortization expense which resulted from the conversion of subordinated
debt in the second quarter.
POTENTIAL ADVERSE AFFECTS ON RESULTS OF OPERATIONS FOR FUTURE PERIODS
The results for the remainder of fiscal 1997 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.
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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 July 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.
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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 twenty-six week period ended March 1, 1997, utilized $790,000
in cash primarily due to increased trade accounts receivable ($3,307,000) and
inventories ($1,479,000). Offsetting the usages were a net income of $2,154,000
adjusted for non cash items, an increase in accounts payable ($2,104,000) and
accrued expenses ($353,000).
Accounts receivable grew primarily as a result of increased sales and due to
varying extended financing terms given to customers. Such accounts receivable
increase is comparable to the same period in the prior fiscal year. Inventories
have increased in support of anticipated sales growth. Accounts payable
increased as a reflection of the inventory growth and in support of the
increased sales levels.
Investing Activities
Capital expenditures during the twenty-six week period were $345,000,
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 with lesser
amounts being invested in equipment for distribution activities.
Financing Activities
During the twenty-six week period ended March 1, 1997, short term borrowings
increased $1,334,000 to $10,653,000 under its revolving line of credit.
Remaining availability under the line as of March 1, 1997, was $594,000 based
on the borrowing formulas.
The Company had at March 1, 1997, a revolving credit agreement, amended as of
October 1, 1996, which provided for $15,500,000 of maximum borrowings at the
prime rate (8.25% at March 1, 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.
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
$2,738,000 were outstanding as of March 1, 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 July 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,
capital expenditures and repayments of a prior financing arrangement with a
related party (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 July 1997 as a result of a change in lending strategies by the
lender. The Company is in discussions with potential new lenders and management
Page 15
16
believes that a similar or improved line of credit will be put in place by the
July 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 the close of the previous quarter, November 30, 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 the close of the previous quarter, November 30, 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 March 1, 1997, the Company's financial statements reflect accrued
interest of $1,433,000 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 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
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
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 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..
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
$29.00 per share plus all accrued and unpaid dividends.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The annual meeting of Stockholders was held on February 21, 1997
at the Company's corporate offices in San Antonio, Texas.
b) The following directors were elected to serve until the next
Annual Meeting of Stockholders or until their successors have
been elected and qualified:
Richard P. Rifenburgh Jay J. Sheth
Robert R. Sparacino Viren S. Sheth
Aaron Zutler
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(1) Of the 16,271,179 shares represented at the meeting, the directors named
in (b) above were elected by the following votes:
- ---------------------------- ----------------------------------
NAME NO. OF VOTES RECEIVED
- ---------------------------- ----------------------------------
Aaron Zutler 16,234,289
Robert R. Sparacino 16,234,089
Richard P. Rifenburgh 16,234,021
Jay J. Sheth 16,232,289
Viren S. Sheth 16,232,289
- ---------------------------- ----------------------------------
(2) Of the 16,271,179 shares voting at the meeting, 16,236,187 voted for
the ratification of the appointment of the accounting firm of KPMG
Peat Marwick LLP as the Company's independent public accountants for
its 1997 fiscal year. The number of shares that voted against the
ratification was 33,600 and the holders of 1,392 shares abstained
from voting.
(3) Of the 16,271,179 shares voting at the meeting, 15,855,085 voted for
the ratification of a Stock Option Agreement for Viren Sheth. The
number of shares that voted against the ratification was 49,778, the
number of shares that did not vote was 361,126 and 5,190 shares
abstained.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
3.1 Certificate of Incorporation of the Registrant, as amended.
10.32 Incentive Stock Option between the Company and Peter C. Liman
dated January 27, 1997.
10.33 Termination of Employment Agreement between the Company and
Joseph DeKama dated February 13, 1997.
10.34 Letter Agreement with Nevell Investments S.A. converting
Subordinated Debt Promissory Note to 120,690 shares of Series B
Convertible Preferred Stock dated February 21, 1997.
10.35 Third Amendment to Consolidated and Restated Loan and Security
Agreement dated February 22, 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
1. The Company filed a Current Report on Form 8-K dated
February 28, 1997, filing under item 5 a consolidated balance
sheet of Tristar Corporation in connection with a change in
the Company's NASDAQ listing from the National Market System
to the SmallCap Market.
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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: April 14, 1997 /s/ Viren S. Sheth
------------------ ---------------------------------------------
Viren S. Sheth
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 14, 1997 /s/ Loren M. Eltiste
------------------ ---------------------------------------------
Loren M. Eltiste
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Certificate of Incorporation of the Registrant, as amended.
10.32 Incentive Stock Option between the Company and Peter C. Liman dated
January 27, 1997.
10.33 Termination of Employment Agreement between the Company and Joseph
DeKama dated February 13, 1997.
10.34 Letter Agreement with Nevell Investments S.A. converting Subordinated
Debt Promissory Note to 120,690 shares of Series B Convertible Preferred
Stock dated February 21, 1997.
10.35 Third Amendment to Consolidated and Restated Loan and Security Agreement
dated February 22, 1997, between the Company and Fremont Financial
Corporation.
23 Awareness Letter of KPMG Peat Marwick LLP.
27 Financial Data Schedule.