UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(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 31, 2000
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 1-9603
STEVENS INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2159407
------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5700 E. Belknap Street, Fort Worth, Texas 76117
------------------------------------------------------
(Address of principal executive offices) (zip code)
817/831-3911
------------------------------------------------------
(Registrant's telephone number, including area code)
__________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
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 XX No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at May 8, 2000
------------------------------- --------------------------
Series A Stock, $0.10 Par Value 7,466,447
Series B Stock, $0.10 Par Value 2,035,686
<PAGE>
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION PAGE NUMBER
-----------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 3
December 31, 1999, and March 31, 2000
(unaudited)
Consolidated Condensed Statements of Operations 4
Three months ended March 31, 2000 and 1999
(unaudited)
Consolidated Condensed Statements of 5
Stockholders' Equity December 31, 1999 and
Three months ended March 31, 2000 (unaudited)
Consolidated Condensed Statements of Cash Flows 6
Three months ended March 31, 2000 and 1999
(unaudited)
Notes to Consolidated Condensed Financial 7
Statements (unaudited)
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
CAUTIONARY STATEMENT - This Form 10-Q may contain statements which
constitute "forward-looking" information as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission ("SEC") in its rules, regulations and releases.
Stevens International, Inc. (The "Company") cautions investors that any
such forward-looking statements made by the Company are not guarantees of
future performance and that actual results may differ materially from
those in the forward-looking statements. Some of the factors that could
cause actual results to differ materially from estimates contained in the
Company's forward-looking statements are set forth in the Form 10-K for
the year ended December 31, 1999.
<PAGE>
<TABLE>
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands, except share data)
<CAPTION>
March 31, December 31,
2000 1999
(unaudited)
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 2 $ 6
Trade accounts receivable, less allowance for
losses of $77 at March 31 and $70 at December 31 482 936
Costs and estimated earnings in excess of
billings on long-term contracts 109 109
Inventories (Note 3) 6,100 6,606
Other current assets 60 93
Assets held for sale (Note 6) --- 363
------- -------
Total current assets 6,753 7,810
Property, plant and equipment, net 1,738 1,795
Other assets, net 776 657
------- -------
$ 9,267 $ 10,262
======= =======
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 1,671 $ 2,120
Other current liabilities 1,713 1,691
Income taxes payable 110 110
Customer deposits 786 641
Current portion of long-term debt (Note 4) 1,147 2,070
------- -------
Total current liabilities 5,427 6,632
10% convertible subordinated notes payable 1,000 ---
Note payable - stockholder 6,509 6,158
Accrued pension costs 3,110 3,110
Commitments and contingencies --- ---
Stockholders' equity:
Preferred stock, $0.10 par value, 2,000,000
shares authorized, none issued and outstanding --- ---
Series A common stock, $0.10 par value,
20,000,000 shares authorized, 7,467,000 and
7,459,000 shares issued and outstanding at
March 31, 2000 and December 31, 1999 746 745
Series B common stock, $0.10 par value,
6,000,000 shares authorized, 2,036,000 and
2,044,000 shares issued and outstanding
at March 31, 2000 and December 31, 1999 204 205
Additional paid-in-capital 40,961 39,961
Accumulated other comprehensive (loss) (2,549) (2,549)
Retained deficit (46,141) (44,000)
------- -------
Total stockholders' deficit (6,779) (5,638)
------- -------
$ 9,267 $ 10,262
======= =======
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in thousands, except per share data)
Three Months Ended March 31,
2000 1999
------- -------
<S> <C> <C>
Net sales $ 821 $ 3,314
Cost of sales (854) (1,911)
------- -------
Gross profit (33) 1,403
Selling, general and administrative expenses (853) (1,133)
------- -------
Operating income (loss) (886) 270
Other income (expense):
Interest expense - Note 4 (1,201) (176)
Other, net (54) (48)
------- -------
(1,255) (224)
Income (loss) before income taxes (2,141) 46
Income tax (expense) (Note 7) --- (3)
------- -------
Net income (loss) $ (2,141) $ 43
======= ======
Net income (loss) per common share - basic and diluted $ (0.22) $ 0.01
======= ======
Weighted average number of shares of common and
common stock equivalents outstanding during the
periods - basic and diluted 9,502 9,492
======= ======
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands)
Accumulated
Additional Other
Series A Stock Series B Stock Paid-In Retained Comprehensive
Shares Amount Shares Amount Capital (Deficit) Loss Total
----- --- ----- --- ------ ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 2000 7,459 $745 2,044 $205 $39,961 $(44,000) $ (2,549) $(5,638)
Net (loss) - - - - - (2,141) - (2,141)
Sale of 10% convertible
subordinated notes (Note 4) - - - - 1,000 - - 1,000
Conversion of Series B stock
to Series A stock 8 1 (8) (1) - - - -
----- --- ----- --- ------ ------- ------ ------
Balance, March 31, 2000 7,467 $746 2,036 $204 $40,961 $(46,141) $ (2,549) $(6,779)
===== === ===== === ====== ======= ====== ======
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
Three Months Ended
March 31,
-----------------
2000 1999
------ ------
<S> <C> <C>
Cash provided by operations:
Net income (loss) $(2,141) $ 43
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 154 215
Interest imputed on 10% convertible notes 1,000 ---
Other --- (152)
Changes in operating assets and liabilities:
Trade accounts receivable 454 267
Contract costs in excess of billings --- (21)
Inventory 203 362
Other assets (5) (31)
Trade accounts payable (449) (861)
Other liabilities 167 (408)
------ ------
Total cash (used in) provided by operating activities (617) (586)
------ ------
Cash provided by (used in) investing activities:
Additions to property, plant and equipment (34) (10)
Decreases to property, plant and equipment 370 24
------ ------
Total cash provided by investing activities 336 14
------ ------
Cash provided by financing activities:
Net proceeds from (repayments of) long-term debt 277 433
------ ------
Decrease in cash and temporary investments (4) (139)
Cash and temporary investments at beginning of period 6 164
------ ------
Cash and temporary investments at end of period $ 2 $ 25
====== ======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 62 $ 60
Income taxes - 5
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. The consolidated condensed balance sheet as of March 31, 2000, the
consolidated condensed statement of stockholders' equity for the period
ended March 31, 2000, the consolidated condensed statements of
operations for the three months ended March 31, 2000 and 1999, and the
consolidated condensed statements of cash flows for the three month
periods then ended have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position as of March 31, 2000 and the results of operations for the
three months ended March 31, 2000 and 1999 and the cash flows for the
three months ended March 31, 2000 and 1999 have been made. The
December 31, 1999 consolidated condensed balance sheet is derived from
the audited consolidated balance sheet as of that date. Complete
financial statements for December 31, 1999 and related notes thereto
are included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (the "1999 Form 10-K").
The above financial statements have been prepared in accordance with
the instructions to Form 10-Q and therefore do not include all
information included in the 1999 Form 10-K. The results of operations
for the three months ended March 31, 2000 and 1999 are not necessarily
indicative of the results to be expected for the full year.
2. The Company designs, manufactures, markets and services web-fed
packaging and printing systems and related equipment for its customers
in the packaging industry and in the specialty/commercial and banknote
and securities segments of the printing industry. The Company also
markets and manufactures high-speed image processing systems primarily
for use in the banknote and securities printing industry. The Company
combines various types of equipment capable of converting and printing,
among other items, food and beverage containers, liquid container
cartons, banknotes, postage stamps, lottery tickets, direct mail
inserts, personal checks and business forms. The Company's
technological and engineering capabilities allow it to combine any of
the four major printing technologies (offset, flexography, rotogravure
and intaglio) in its systems. Complete press systems are capable of
multiple color and multiple size printing and perform such related
functions as numbering, punching, perforating, slitting, cutting,
creasing, folding and stacking. The presses can be custom engineered
for non-standard form size and special auxiliary functions.
<PAGE>
3. Inventories consist of the following:
March 31, December 31,
2000 1999
----- -----
(Amounts in thousands)
Finished product ............. $1,169 $1,396
Work in progress ............. 79 349
Raw materials ................ 4,852 4,558
----- -----
$6,100 $6,303
===== =====
4. For a description of the status of the bank credit facility at March
31, 2000, see "Liquidity and Capital Resources". Substantially all
assets of the Company continue to be pledged as collateral on the
Company's credit facilities.
On March 31, 2000, the Company completed the funding of a private
placement of $1 million of 10% convertible subordinated notes (the
Notes"). Net proceeds of the notes will be used for working capital.
The notes were issued in increments of $50,000 and are convertible into
2,000,000 shares of Series A Common Stock ("SVEIA") of the Company at
$0.50 per share, subject to adjustment. The conversion of the Notes is
at the holder's option anytime on or after the fifteenth day following
the original issue date of the Notes and prior to the close of business
on their maturity date. Issue costs for the Notes aggregated
approximately $151,000.
The Company has committed to register the shares that would be issuable
upon conversion of the Notes. Dilution to existing shareholders would
occur as a result of the conversion of the Notes to 2 million shares of
Series A common stock. Should all the notes be converted, these
shareholders would own approximately 17% of the outstanding stock of
the Company. The first quarter of 2000 included a charge for imputed
interest expense of $1 million with a corresponding $1 million increase
in "Paid in Capital in Excess of Par Value" for the excess of the
market value of the common stock over the conversion price.
5. The Company is subject to various claims, including product liability
claims, which arise in the ordinary course of business, and is a party
to various legal proceedings that constitute ordinary routine
litigation incidental to the Company's business. A successful product
liability claim brought against the Company in excess of its product
liability coverage could have a material adverse effect upon the
Company's business, operating results and financial condition.
In management's opinion, the Company has adequate legal defense and/or
insurance coverage in respect to each of these legal actions and does
not believe that such actions, if they occur either individually or in
the aggregate, will materially affect the Company's operations or
financial position. See "Legal Proceedings" herein and in the 1999
Form 10-K.
<PAGE>
6. A description of the Company's divestitures in 2000 and 1999 follow:
Sale of SSMI
In January 2000, the Company sold its French repair and service
company, SSMI, for a net aggregate consideration of $198,200. The
transaction resulted in an aggregate 1999 loss of $1.65 million,
including a 1999 loss on sale of $0.05 million and a related non-cash
foreign currency adjustment of $1.6 million which had been previously
reported as a charge against stockholder equity in accumulated other
comprehensive loss. SSMI had 1999 revenues of $3 million and an
operating loss of $0.13 million. Net proceeds of this transaction were
used to repay a portion of the loans from Paul I. Stevens, which were
partially collateralized by a lien on this subsidiary.
Sale of Hamilton Production and Storage Facilities in 1999
In the second quarter of 1999, the Company concluded the sale of the
real property at its Hamilton, Ohio production facility for an
aggregate consideration of $725,000. The transaction resulted in a
small loss due to certain unanticipated costs of vacating the facility.
Proceeds of these transactions were used to repay certain expenses of
the sale, certain property taxes and repay a portion of the $2.5
million loan from Paul I. Stevens, the Company's chairman and chief
executive officer, which was partially collateralized by a lien on
these production and storage facilities.
7. The Company's effective tax rate was 0% in 2000 and 6.5% in 1999. Due
to accumulated losses, there were no recoverable income taxes for the
three months ended March 31, 2000.
8. Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock.
Since the Series A and Series B stock have identical dividend and
participation rights in the Company's earnings, they have been
considered to be comparable in the calculation.
9. All revenues in the three months ended March 31, 2000 were in the
Company's banknote inspection, printing and packaging equipment
business segment.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
On April 26, 2000, Stevens International announced its intention to spin off
into a separate company its divisions that manufacture banknote, postage
stamp and other security document printing and finishing systems and high-
speed digital-optical scanning equipment. If accomplished, the spinoff
would take the form of a tax-free distribution of shares of the new company
to the shareholders of the Company and would be accompanied by an initial
public equity offering of the new company. Richard I. Stevens, the current
President and Chief Operating Officer of Stevens International, would become
the President and Chief Executive Officer of the new company. The Company
will be unable to accomplish the spin-off if a number of factors beyond its
control do not occur, including compliance with legal requirements, consents
from various parties and the obtaining of new orders for this equipment.
RESULTS OF OPERATIONS
Comparison of Three Months Ended March 31, 2000 and 1999
Sales The Company's sales for the three months ended March 31, 2000
decreased by $2.5 million (or 75.2%) compared to sales in the same period in
1999 due primarily to decreases in packaging systems products ($1.9 million)
and to decreased sales resulting from the sale of SSMI in early January
2000, which contributed $0.6 million in sales in the first quarter of 1999.
Gross Profit The Company's gross profit for the three months ended March
31, 2000 decreased by $1.4 million compared to gross profit in the same
period in 1999 due primarily to decreased sales volume for packaging
systems, increased costs from the absorption of fixed costs over a lower
volume of shipments, all net of reduced depreciation and product
development costs in 2000. Further, in 1999 the Company evaluated its last-
in first out ("LIFO") inventory reserve in conjunction with the sale of its
production facility in Ohio including certain inventory, and other inventory
usage in 1999. The financial impact of the decrement in the LIFO inventory
for the three months ended March 31, 1999 was $0.27 million. Accordingly,
the gross profit for the 1999 three months was increased $0.27 million
($0.03 per share) and the LIFO reserve was reduced $0.27 million. Gross
profit margin for 2000 decreased to a gross margin loss of (4%) of sales as
compared to 42.3% for 1999. This decrease in gross profit margin in 2000
was due primarily to the very low volume of shipments in 2000 and the high
cost of idle plant and underutilized personnel.
Selling, General and Administrative Expenses The Company's selling,
general, and administrative expenses decreased by $0.3 million (or 24.7%)
for the three months ended March 31, 2000 compared to the same period in
1999 due to continuing cost reduction efforts, and the 2000 sale of SSMI.
Selling, general and administrative expenses for the three months ended
March 31, 2000 were 103.9% of sales compared to 34.2% of sales for the same
period in 1999 due to the large decrease in sales in 2000. The reduction
in expenses was not proportionate to the reduction in sales discussed above.
<PAGE>
Other Income (Expense) The Company's interest expense increased by $1.0
million for the three months ended March 31, 2000 compared to the same
period in 1999 due to the $1.0 million in imputed interest recorded on the
issuance of the 10% convertible subordinated notes due March 31, 2003 (see
Note 4).
TAX MATTERS
The Company's effective state and federal income tax rate ("effective tax
rate") was 0% for 2000 and 6.5% for 1999. Due to continuing losses in
2000, there were no recoverable tax benefits for the three months ended
March 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
The Company requires capital primarily to fund its ongoing operations, to
service its existing debt and to pursue its strategic objectives including
new product development and penetration of international markets. The
Company's working capital needs typically increase because of a number of
factors, including the duration of the manufacturing process and the
relatively large size of most orders.
Net cash provided by (used in) operating activities (before working capital
requirements) was $(0.97) million in the first quarter of 2000 and $ 0.1 in
the first quarter of 1999. Working capital provided (used) cash of $0.37
million in 2000 and $(0.7) million in 1999.
On March 31, 2000, the Company completed the funding of a private placement
of $1 million of 10% convertible subordinated notes ("the Notes"). Net
proceeds of the Notes will be used for working capital. The Notes were
issued in increments of $50,000 and are convertible into 2,000,000 shares of
Series A Common Stock ("SVEIA") of the Company at $0.50 per share, subject
to adjustment. The conversion of the Notes is at the holder's option
anytime on or after the fifteenth day following the original issue date of
the Notes and prior to the close of business on their maturity date. Issue
costs for the notes aggregated approximately $151,000.
The Company's capital expenditures were $34,000 in 2000 and were used
primarily for certain equipment modernization.
The Company's bank credit facility bears interest at 13% over prime and
matures June 30, 2001. Under the bank facility, the Company's maximum
borrowings are limited to a borrowing base formula, which cannot exceed $4.0
million and may be in the form of direct borrowings and letters of credit.
As of March 31, 2000 there were $1.147 million in direct borrowings and no
standby letters of credit outstanding, with approximately $0.89 million
additional availability for such borrowings. The Company is not in
compliance with some of the covenants of its senior bank line of credit loan
agreement. The principal default involved the failure to make the required
pension plan payments in 1999 and 2000, which necessitated the filing of a
distress termination request (see below). The Company's senior lender had
declined to grant waivers of the defaults. Although the bank can declare
the full amount of the loan immediately payable at any time, it has not done
so. The senior bank debt is classified as a current obligation at March 31,
2000.
<PAGE>
The Company's bank credit facilities have first liens on certain assets of
the Company, principally inventory, accounts receivable, and the Company's
Texas real estate. Paul I. Stevens' loans aggregating $6.6 million at March
31, 2000 have first liens on certain assets of the Company, principally a
$0.5 million platen cutter relating to the hold back on the sale of the
Zerand division, the assets of a foreign subsidiary, and certain accounts
receivable for new customer equipment. Mr. Stevens has second liens on
all other assets of the Company. The secured loans from Paul I. Stevens are
due June 30, 2001 and bear interest at rates that vary up to 2% over bank
prime.
The borrowings under the bank credit facility are subject to various
restrictive covenants related to financial ratios as well as limitations on
capital expenditures and additional indebtedness. The Company is not
allowed to pay dividends.
The Company was unable to pay certain pension plan minimum payments due on
September 15, 1999. Accordingly, the Company filed the necessary forms with
the Pension Benefit Guaranty Corporation ("PBGC") to initiate distress
terminations of the Company's two defined benefit pension plans. The PBGC
is a federal agency that insures and protects pension benefits in certain
pension plans when the sponsoring company cannot make the required
contributions to fund projected benefit obligations of the plans.
The Company's low volume of printing press sales has resulted in extensive
lay-offs, plant closings and sales of certain operating divisions over the
past three years. The reduction in employment has, in turn, created a
higher than normal demand for pension benefits necessitating the Company's
decision to file for distress termination of the plans. The filings have
begun a series of negotiations with the PBGC regarding funding of the
pension benefits of employees. The PBGC, on behalf of the Company's pension
plan for bargaining unit employees, has filed federal liens in the aggregate
amount of $1.6 million against all property and rights to property of the
Company.
The Company may incur, from time to time, additional short- and long-term
bank indebtedness (under its existing credit facility or otherwise) and may
issue, in public or private transactions, its equity and debt securities to
provide additional funds necessary for the continued pursuit of the
Company's operational strategies. The availability and terms of any such
sources of financing will depend on market and other conditions. There can
be no assurance that such additional financing will be available or, if
available, will be on terms and conditions acceptable to the Company.
Through March 31, 2000, the Company's Chairman and Chief Executive Officer
has loaned the Company $6.6 million for its cash requirements. As of March
31, 2000, this amount has not been repaid.
The success of the Company's plans will continue to be impacted by its
ability to achieve a satisfactory level of orders for printing systems,
timely deliveries, the degree of international orders (which generally have
less favorable cash flow terms and require letters of credit that reduce
credit availability), and improved terms of domestic orders. While the
Company believes it is making progress in these areas, there can be no
assurance that the Company will be successful in these endeavors.
<PAGE>
Backlog and Orders The Company's backlog of unfilled orders at March 31,
2000 was approximately $1.4 million compared to $2.5 million at December 31,
1999 . The backlog of packaging systems at March 31, 2000 decreased $0.7
million as compared to year-end 1999. The sale of SSMI decreased the
backlog $0.4 million. The backlog at March 31 in each of the preceding five
years has ranged from a low of $4.1 million in 1999 to a high of $31.7
million in 1996.
Orders for the three months ended March 31, 2000 were $1.3 million compared
to $4.9 million for the comparable period in 1999, a decrease of $3.6
million while shipments decreased $2.5 million. The decreased order flow is
the result of no major printing and packaging system orders in the first
quarter.
When sales are recorded under the completed contract method of accounting,
the Company normally experiences a six to nine month lag between the time
new orders are booked and the time they are reflected in sales and results
of operations. Larger orders, which are accounted for using the percentage
of completion method of accounting, are reflected in sales and results of
operations as the project progresses through the manufacturing cycle.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various claims, including product liability
claims, which arise in the ordinary course of business, and is a party to
various legal proceedings that constitute ordinary routine litigation
incidental to the Company's business. No assurance can be given regarding
the outcome of any case; however a negative outcome in excess of insurance
coverage could have a material adverse effect on the Company's business,
operating results and financial condition.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Number Description of Exhibit
Exhibit
-------
3.1 Second Amended and Restated Certificate of
Incorporation of the Company.(1)
3.2 Bylaws of the Company, as amended.(2)
4.1 Specimen of Series A Common Stock Certificate.(3)
4.2 Specimen of Series B Common Stock Certificate.(4)
4.3 Specimen of 10% Convertible Subordinated Note due
March 31, 2003.(6)
10.1 Asset Contract to Purchase Real Estate dated February 8, 1999
by and between the Company and Production Manufacturing, Inc. (5)
11.1 Computation of Net Income per Common Share.(*)
27.1 Financial Data Schedule.(*)
*Filed herewith.
(1) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Registration Statement
on Form S-1 (No. 33-15279) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-1 (No. 33-24486) and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's report on Form 8-A filed
August 19, 1988 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 and incorporated herein by
reference.
(6) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1999 and incorporated herein by
reference.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Stevens
International, Inc. has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
STEVENS INTERNATIONAL, INC.
Date: May 11, 2000 By: /s/ Paul I. Stevens
----------------------------------
Paul I. Stevens
Chief Executive Officer
and Acting Chief Financial Officer
<TABLE>
EXHIBIT 11.1
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
COMPUTATIONS OF NET INCOME (LOSS) PER COMMON SHARE
(UNAUDITED)
(Amounts in thousands, except per share data)
Three Months Ended
March 31,
-----------------
2000 1999
------ ------
<S> <C> <C>
Basic and diluted:
Weighted average shares outstanding - basic 9,502 9,492
Assumed exercise of $1 million of 10% convertible
subordinated notes at $0.50 per share - anti-dilutive - -
Assumed exercise of Series A and B stock options
(Treasury stock method) - -
------ ------
Total common share equivalents - diluted 9,502 9,492
====== ======
Net income (loss) $(2,141) $ 43
====== ======
Per share amounts -- Basic and fully diluted:
Net income (loss) - basic $(0.22) $ 0.005
====== ======
Net income (loss) - diluted $(0.22) $ 0.005
====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF STEVENS INTERNATIONAL, INC.
AND SUBSIDIARIES AS OF MARCH 31, 2000 AND FOR THE THREE MONTHS THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 559
<ALLOWANCES> 77
<INVENTORY> 6,100
<CURRENT-ASSETS> 6,753
<PP&E> 9,337
<DEPRECIATION> 7,599
<TOTAL-ASSETS> 9,267
<CURRENT-LIABILITIES> 5,427
<BONDS> 7,509
0
0
<COMMON> 950
<OTHER-SE> (7,729)
<TOTAL-LIABILITY-AND-EQUITY> 9,267
<SALES> 821
<TOTAL-REVENUES> 821
<CGS> 854
<TOTAL-COSTS> 854
<OTHER-EXPENSES> 853
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,201
<INCOME-PRETAX> (2,141)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,141)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,141)
<EPS-BASIC> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
