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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25 |
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OMB APPROVAL |
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OMB Number: . . . . . 3235-0058 Estimated average burden hours per response. . . . . . . . 2.50 |
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SEC FILE NUMBER 001-13458 |
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CUSIP NUMBER 810202101 |
NOTIFICATION OF LATE FILING
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(Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
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For Period Ended: June 30, 2016 |
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________________
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
PART I – REGISTRANT INFORMATION
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Scott’s Liquid Gold-Inc. |
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Full Name of Registrant |
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Former Name if Applicable |
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4880 Havana Street, Suite 400 |
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Address of Principal Executive Office (Street and Number) |
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Denver, CO 80239 |
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City, State and Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Scott’s Liquid Gold-Inc. (the “Registrant”) is filing this Form 12b-25 with the Securities and Exchange Commission (the “Commission”) to report a delay in the filing of its quarterly report on Form 10-Q for the three months ended June 30, 2016 (the “Form 10-Q”). As previously disclosed on Form 8-K, on June 30, 2016, the Registrant acquired all intellectual property assets and certain related assets owned by Ultimark Products, Inc., a Delaware corporation (“Ultimark”) and used in connection with the manufacture, sale and distribution of the Prell®, Denorex® and Zincon® brands of hair and scalp care products (the “Acquisition”). The Registrant is currently in the process of finalizing its disclosure of pro forma financial information relating to the Acquisition. The Registrant is unable to complete and file the Form 10-Q with the Commission by August 15, 2016 without unreasonable effort or expense. The Registrant expects to file the Form 10-Q with the Commission within five calendar days of the original prescribed date.
PART IV – OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Barry J. Levine |
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303 |
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373-4860 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes o No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes o No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Registrant expects to report the following results for the quarter ended June 30, 2016:
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Three Months Ended |
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Six Months Ended |
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2016 |
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2015 |
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2016 |
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2015 |
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Net sales |
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6,482,000 |
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$ |
7,259,400 |
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$ |
14,337,900 |
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$ |
14,207,600 |
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Operating costs and expenses: |
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Cost of sales |
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3,766,900 |
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4,018,600 |
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7,624,000 |
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7,758,000 |
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Advertising |
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848,800 |
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312,100 |
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1,334,900 |
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559,300 |
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Selling |
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1,217,200 |
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1,353,800 |
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2,467,000 |
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2,707,000 |
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General and administrative (1) |
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1,261,100 |
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791,500 |
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2,214,200 |
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1,700,700 |
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Total operating costs and expenses |
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7,094,000 |
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6,476,000 |
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13,640,100 |
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12,725,000 |
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(Loss) income from operations |
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(612,000 |
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783,400 |
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697,800 |
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1,482,600 |
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Other income |
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5,400 |
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5,200 |
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11,600 |
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9,300 |
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Interest expense |
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(9,700 |
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(7,300 |
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(17,100 |
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(14,600 |
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(Loss) income before income taxes |
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(616,300 |
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781,300 |
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692,300 |
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1,477,300 |
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Income tax benefit (expense) |
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269,700 |
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2,581,400 |
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(282,400 |
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2,569,000 |
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Net (loss) income |
$ |
(346,600 |
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$ |
3,362,700 |
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$ |
409,900 |
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$ |
4,046,300 |
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Net (loss) income per common share |
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Basic |
$ |
(0.03 |
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$ |
0.29 |
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$ |
0.03 |
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$ |
0.35 |
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Diluted |
$ |
(0.03 |
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$ |
0.28 |
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$ |
0.03 |
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$ |
0.34 |
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Weighted average shares outstanding: |
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Basic |
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11,733,734 |
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11,628,749 |
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11,722,240 |
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11,593,212 |
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Diluted |
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11,733,734 |
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11,917,643 |
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11,943,842 |
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11,898,589 |
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(1) The Company incurred $548,100 of transaction costs related to the Acquisition for the six months ended June 30, 2016. These expenses were recorded in general and administrative expense in the consolidated statement of operations.
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Scott’s Liquid Gold-Inc.
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Date |
August 15, 2016 |
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By: |
/s/ Barry J. Levine |
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Name:Barry J. Levine Title:Treasurer, Chief Financial Officer (Principal Financial Officer) and Chief Operating Officer |