SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
Commission File No. 1-4436
THE STEPHAN CO.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-0676812
(State or Other Jurisdiction of (I.R.S Employer
Incorporation or Organization) Identification No.)
1850 West McNab Road, Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (954) 971-0600
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
* Other than with respect to this Form 10-Q
(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.
Approximate number of shares of Common Stock outstanding
as of November 30, 2000:
4,410,277
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Unaudited Consolidated Balance Sheets as of
Sept. 30, 2000 and December 31, 1999 4-5
Unaudited Consolidated Statements of Operations
for the nine months ended Sept. 30, 2000 and 1999 6
Unaudited Consolidated Statements of Operations
for the three months ended Sept. 30, 2000 and 1999 7
Unaudited Consolidated Statements of Cash Flows
for the nine months ended Sept. 30, 2000 and 1999 8-10
Notes to Unaudited Consolidated Financial
Statements 11-15
ITEM 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations. 16-18
ITEM 3. Quantitative and Qualitative
Disclosure About Market Risk 18
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 19
ITEM 4. Submission of matters to a vote of
Security Holders 19-20
ITEM 5. Other Information 20
ITEM 6. Exhibits and Reports on Form 8-K 20
SIGNATURES 21
2
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains certain "forward-looking" statements. The
Stephan Co. (the "Company") desires to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this statement for the express purpose of availing itself of the
protections of such safe harbor with respect to all such forward-looking
statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
condition (financial or otherwise), performance or achievements of the
Company and its subsidiaries to be materially different from any future
results, performance, condition or achievements projected, anticipated or
implied by such forward-looking statements.
Such factors include, but are not limited to, the following: general
economic and business conditions; competition; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; the existence or absence of adverse publicity;
acceptance of new product offerings; changing trends in customer tastes;
the success of multi-branding; changes in business strategy or development
plans; quality of management; availability, terms and deployment of
capital; business abilities and judgment of personnel; availability of
qualified personnel; labor and employee benefit costs; availability and
cost of raw materials and supplies; changes in, or failure to comply with,
law; the ability to successfully integrate newly-acquired businesses and
the ability to reduce costs; the final outcome of litigation commenced
against the Company in respect of its overstatement of operating results
for 1998 interim periods and any risks, uncertainties and problems inherent
in such litigation and in any future litigations; the ultimate
determination of certain billing irregularities uncovered by the Company
and the related outcome of a Company initiated investigation into such
billing irregularities, as well as other factors or events referenced in
this Form 10-Q. The Company does not undertake and specifically declines
any obligation to publicly release the results of any revisions which may
be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Therefore, the Company cautions each reader of this report to
carefully consider the specific factors and qualifications discussed herein
with respect to such forward-looking statements, as such factors could
affect the ability of the Company to achieve its objectives and may cause
actual results to differ materially from those projected or anticipated
herein.
3
ITEM 1. FINANCIAL STATEMENTS
THE FOLLOWING INTERIM FINANCIAL STATEMENTS HAVE NOT BEEN REVIEWED BY THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AS REQUIRED BY RULE 10-01(d) OF
REGULATION S-X (SEE NOTE 1)
THE STEPHAN CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
2000 1999
(RESTATED and
(UNAUDITED) UNAUDITED)
____________ ____________
CURRENT ASSETS
Cash and cash equivalents $ 13,027,736 $ 12,079,204
Accounts receivable 3,242,402 3,082,458
Inventories 11,703,771 11,954,191
Prepaid income taxes 537,834 136,637
Prepaid expenses and other
current assets 405,883 291,010
____________ ____________
TOTAL CURRENT ASSETS 28,917,626 27,543,500
PROPERTY, PLANT AND EQUIPMENT, net 2,842,188 2,984,260
INTANGIBLE ASSETS, net 25,033,453 25,855,739
OTHER ASSETS 2,256,674 3,148,827
____________ ____________
TOTAL ASSETS $ 59,049,941 $ 59,532,326
============ ============
See notes to unaudited Consolidated Financial Statements
4
THE STEPHAN CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2000 1999
(RESTATED and
(UNAUDITED) UNAUDITED)
___________ ____________
CURRENT LIABILITIES
Accounts payable and
accrued expenses $ 2,095,454 $ 1,856,669
Note payable to bank 400,000 400,000
Current portion of
long-term debt 1,260,783 1,468,596
____________ ____________
TOTAL CURRENT LIABILITIES 3,756,237 3,725,265
DEFERRED INCOME TAXES 1,484,948 1,442,950
LONG-TERM DEBT 9,687,963 10,418,320
____________ ____________
TOTAL LIABILITIES 14,929,148 15,586,535
____________ ____________
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 44,306 46,610
Additional paid in capital 18,491,585 19,404,559
Retained earnings 27,005,213 26,172,919
____________ ____________
45,541,104 45,624,088
LESS:125,000 CONTINGENTLY
RETURNABLE SHARES (1,351,563) (1,351,563)
TREASURY STOCK (18,380 shares at
September 30, 2000 and 84,600
shares at December 31, 1999) (68,748) (326,734)
____________ ____________
TOTAL STOCKHOLDERS' EQUITY 44,120,793 43,945,791
____________ ____________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 59,049,941 $ 59,532,326
============ ============
See notes to unaudited Consolidated Financial Statements
5
THE STEPHAN CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended
September 30,
___________________________
2000 1999
(RESTATED)
___________ ___________
NET SALES $23,964,189 $26,547,208
COST OF GOODS SOLD 13,726,817 14,671,898
___________ ___________
GROSS PROFIT 10,237,372 11,875,310
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 8,446,863 9,183,847
___________ ____________
OPERATING INCOME 1,790,509 2,691,463
OTHER INCOME(EXPENSE)
Interest income 508,199 308,247
Interest expense (648,486) (698,509)
Other 131,250 470,000
___________ ___________
INCOME BEFORE TAXES 1,781,472 2,771,201
INCOME TAXES 675,706 1,059,704
___________ ___________
NET INCOME $ 1,105,766 $ 1,711,497
=========== ===========
BASIC AND DILUTED EARNINGS PER SHARE $ .25 $ .37
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,418,128 4,581,345
=========== ===========
See notes to unaudited Consolidated Financial Statements
6
THE STEPHAN CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
September 30,
____________________________
2000 1999
___________ ___________
NET SALES $ 7,579,764 $ 9,195,244
COST OF GOODS SOLD 4,797,476 5,134,550
___________ ___________
GROSS PROFIT 2,782,288 4,060,694
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,922,956 2,996,080
___________ ____________
OPERATING INCOME (140,668) 1,064,614
OTHER INCOME(EXPENSE)
Interest income 180,651 118,791
Interest expense (209,576) (264,484)
Other 43,750 40,000
___________ ___________
(LOSS)/INCOME BEFORE TAXES (125,843) 958,921
INCOME TAXES (46,596) 380,140
___________ ___________
NET (LOSS)/INCOME $ (79,247) $ 578,781
=========== ===========
BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE $ (.02) $ .13
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,384,065 4,549,003
=========== ===========
See notes to unaudited Consolidated Financial Statements
7
THE STEPHAN CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
_______________________________
2000 1999
(RESTATED)
__________ __________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,105,766 $ 1,711,497
__________ __________
Adjustments to reconcile net income to
cash flows used in
operating activities:
Depreciation 318,229 375,795
Amortization 968,982 893,033
Deferred income taxes 41,998 244,117
Provision for doubtful accounts 174,684 119,640
Changes in operating assets and
liabilities, net of effects of
acquisitions:
Accounts receivable (433,969) (104,033)
Inventories 250,420 1,119,133
Prepaid income taxes (401,197) 535,073
Prepaid expenses
and other current assets (114,873) (126,282)
Other assets 892,153 415,761
Accounts payable and
accrued expenses 238,785 (206,338)
___________ ___________
Total adjustments 1,935,212 3,265,899
___________ ___________
Net cash flows provided
by operating activities 3,040,978 4,977,396
___________ ___________
8
THE STEPHAN CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
_______________________________
2000 1999
(RESTATED)
___________ ___________
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant
and equipment (76,817) (286,151)
Purchase of intangible assets (146,696) -
Other - 46,330
___________ ___________
Net cash flows used in
investing activities (223,513) (239,821)
___________ ___________
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (938,170) (1,347,041)
Acquisition of treasury stock (657,292) (268,134)
Dividends paid (273,471) (283,551)
___________ ___________
Net cash flows used in
financing activities (1,868,933) (1,898,726)
___________ ___________
INCREASE IN CASH AND
CASH EQUIVALENTS 948,532 2,838,849
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 12,079,204 8,081,762
___________ ___________
CASH AND CASH EQUIVALENTS,
END OF PERIOD $13,027,736 $10,920,611
=========== ===========
See notes to unaudited Consolidated Financial Statements
9
THE STEPHAN CO. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ 604,688 $ 798,829
=========== ===========
Income Taxes Paid $ 1,350,500 $ 317,440
=========== ===========
For the nine months ended September 30, 2000, 230,400 shares of common
stock, with a repurchase cost of $915,280, were retired.
For the nine months ended September 30, 2000, equipment costing
$99,340 was purchased from a customer and the purchase price was applied
against an outstanding account receivable.
See notes to unaudited Consolidated Financial Statements
10
THE STEPHAN CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: In the opinion of management, all
adjustments necessary for a fair presentation of the Company's financial
position and results of operations are reflected in the interim financial
statements.
On November 9, 2000, the Company became aware of certain billing
irregularities involving an employee of a subsidiary of the Company, who
has since resigned. Preliminary results of a Company initiated
investigation indicate that overbillings to one private label customer of
approximately $341,000 may have occurred in the first quarter of 1999, and
approximately $950,000 may have occurred in periods prior to 1999. The net
effect of any overbillings for the nine months ended September 30, 2000 is,
at this time, considered to be insignificant by management. The Company,
however, has not concluded its investigation and has not filed any amended
or restated statements with the Securities and Exchange Commission ("SEC")
in respect of such periods. Based upon the preliminary results of the
internal investigation, the Company has restated its balance sheet as of
December 31, 1999 and the unaudited Statement of Operations for the nine
months ended September 30, 1999 in this Form 10-Q to record a write off of
the estimated effects of the overbilling, as indicated by the table below:
Year ended
December 31, 1999
_________________________
As Previously
As Restated Reported
_________________________
Accounts receivable $ 3,082,458 $ 4,371,833
Income taxes receivable/(payable) 136,637 (302,097)
Retained earnings 26,172,919 27,023,560
Nine months ended
September 30, 1999
_________________________
As Previously
As Restated Reported
_________________________
Net sales $26,547,208 $26,887,897
Income before taxes 2,771,201 3,111,890
Income taxes 1,059,704 1,189,166
Net income 1,711,497 1,922,724
Basic and diluted
earnings per share $.37 $.42
11
THE STEPHAN CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The investigation of the circumstances surrounding the aforesaid
overbillings is presently in process, and as indicated by the results of
the preliminary work performed to date, nothing has come to management's
attention that would indicate that there was any personal gain by the
employee or any misappropriated assets of the Company. Upon completion of
the investigation, the Company will refile and/or amend, as necessary,
financial information previously filed with the SEC, including this Form
10-Q.
PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include the accounts of The Stephan Co. and its wholly-owned
subsidiaries, Foxy Products, Inc., Old 97 Company, Williamsport Barber and
Beauty Supply Corp., Stephan & Co., Scientific Research Products, Inc. of
Delaware, Trevor Sorbie of America, Inc., Stephan Distributing, Inc. and
Morris Flamingo-Stephan, Inc. (collectively, the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
NATURE OF OPERATIONS: The Company is engaged in the manufacture,
sale and distribution of hair and personal care grooming products
throughout the United States. Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related
Information", requires the reporting of segment information using a
"management approach" as it relates to the operating segments of a
business. The Company has allocated substantially all of its business into
three segments, professional hair care products and distribution, retail
personal care products and manufacturing.
USE OF ESTIMATES: The preparation of consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
REVENUE RECOGNITION: Revenue is generally recognized when all
significant contractual obligations have been satisfied, which involves the
manufacture and/or delivery of goods, and collectability of the resulting
account receivable is reasonably assured.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents include
cash, certificates of deposit, and short-term municipal bonds having
maturities of 90 days or less. Also included in cash and cash equivalents
is a $400,000 certificate of deposit pledged as collateral against a
12
THE STEPHAN CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
$400,000 note payable to a bank. The Company maintains cash deposits at
certain financial institutions in amounts in excess of federally insured
limits of $100,000. Cash and cash equivalents held in interest-bearing
accounts as of September 30, 2000 and December 31, 1999 were approximately
$12,500,000 and $11,264,000, respectively.
INVENTORIES: Inventories are stated at the lower of cost
(determined on a first-in, first-out basis) or market, and are as follows:
September 30, December 31,
2000 1999
____________ ____________
Raw materials $ 2,763,684 $ 2,490,406
Packaging and components 3,822,671 4,187,055
Work in progress 839,203 938,698
Finished goods 6,382,066 7,257,713
____________ ____________
13,807,624 14,873,872
Less: Amount included in
other assets (2,103,853) (2,919,681)
____________ ____________
$ 11,703,771 $ 11,954,191
============ ============
Raw materials include surfactants, chemicals and fragrances used in
the production process. Packaging materials include cartons, inner sleeves
and boxes used in the actual product, as well as outer boxes and cartons
used for shipping purposes. Components are the actual bottles or
containers (plastic or glass), jars, caps, pumps and similar materials that
are part of the finished product. Finished goods also include hair dryers,
electric clippers, lather machines, scissors and salon furniture.
Included in other assets are raw materials, packaging and components
inventory not anticipated to be utilized in less than one year.
BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE: Basic and diluted
(loss)/earnings per share are computed by dividing net (loss)/income by the
weighted average number of shares of common stock outstanding. The
weighted average number of shares outstanding was 4,418,128 for the nine
months ended September 30, 2000 and 4,581,345 for the nine months ended
September 30, 1999. The weighted average number of shares outstanding was
4,384,065 for the quarter ended September 30, 2000 and 4,549,003 for the
quarter ended September 30, 1999. The assumed exercise of outstanding
stock options would not be dilutive.
13
THE STEPHAN CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
NEW FINANCIAL ACCOUNTING STANDARDS: In June 1998, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." Among other provisions,
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. It also requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. In July
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of FASB No. 133" and
in June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities" for financial
statements for fiscal years beginning after June 15, 2000. These statements
are not expected to have a material adverse impact on the Company's
financial position, results of operations or cash flows.
NOTE 2: SEGMENT INFORMATION
In accordance with the guidelines established by SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," the
Company has identified three reportable operating segments based upon how
management evaluates its business. These segments are Professional Hair
Care Products and Distribution ("Professional"), Retail Personal Care
Products ("Retail") and Manufacturing. The Professional segment generally
has as a customer base distributors which purchase the Company's hair
products and beauty and barber supplies for sale to salons and barber
shops. The customer base for the Retail segment is mass merchandisers,
chain drug stores and supermarkets that sell products to end users. The
Manufacturing segment manufactures products for different subsidiaries of
the Company, and also manufactures private label brands for customers.
The Company conducts operations primarily in the United States and
sales to international customers are not material to its consolidated
revenues. (Loss)/Income Before Income Taxes as shown in the table below
reflects an allocation of corporate overhead expenses incurred by the
Manufacturing segment. The following tables, in thousands, summarize Net
Sales and (Loss)/Income Before Income Taxes by reportable segment:
14
THE STEPHAN CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
NOTE 2: SEGMENT INFORMATION (continued)
NET SALES NET SALES
_______________ _______________
Nine Months Three Months
Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
_______(RESTATED) ________________
Professional $16,029 $17,021 $ 5,675 $ 6,248
Retail 6,297 7,416 1,747 2,241
Manufacturing 6,469 9,599 2,007 3,269
_______ _______ _______ _______
Total 28,795 34,036 9,429 11,758
Intercompany
Manufacturing (4,831) (7,489) (1,849) (2,563)
_______ _______ _______ _______
Consolidated $23,964 $26,547 $ 7,580 $ 9,195
======= ======= ======= =======
(LOSS)/INCOME (LOSS)/INCOME
BEFORE BEFORE
INCOME TAXES INCOME TAXES
_______________ _______________
Nine Months Three Months
Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
________(RESTATED) _______________
Professional $ 853 $ 1,450 $ 87 $ 920
Retail 571 1,388 (85) 28
Manufacturing 357 (67) (128) 11
_______ _______ ______ _______
Consolidated $ 1,781 $ 2,771 $ (126) $ 959
======= ======= ====== =======
NOTE 3: COMMITMENTS AND CONTINGENCIES
As more fully described in the Company's annual report on Form 10-K
for the year ended December 31, 1999, the Company, as well as certain of
its officers, were named as defendants in a class action law suit filed in
the United States Federal District Court, Southern District of Florida.
The lawsuit alleges, among other things, certain violations of Federal
securities laws and sought an unspecified amount of damages. On March 30,
2000, the Court dismissed the class action lawsuit against the Company and
named officers. Upon plaintiffs' motion for reconsideration the Court
reviewed the case and allowed the plaintiffs to file an amended complaint
in July, 2000. The Company will continue to indemnify its officers in
respect of this matter and believes it has meritorious defenses against
these allegations. It is not possible to predict the ultimate outcome of
the case.
15
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000 AND 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion of the results of operations for the nine
months ended September 30, 2000 and 1999 takes into consideration the
preliminary results of the Company's investigation into the billing
irregularities more fully discussed in Note 1 to the financial statements.
RESULTS OF OPERATIONS
Net income of $1,106,000 for the nine months ended September 30, 2000
declined by $605,000 when compared to the restated amount of $1,711,000
achieved in the nine months ended September 30, 1999, as a result of an
overall decrease in net sales and the one-time Image trademark licensing
fee received in 1999. For the nine months ended September 30, 2000, net
sales were $23,964,000, compared to the restated amount of $26,547,000
achieved in the nine months ended September 30, 1999, a decline of
$2,583,000, or approximately 10%. For the three months ended September 30,
2000, the Company had a net loss of $79,000, compared to net income of
$579,000 achieved for the three months ended September 30, 1999, a decline
of $500,000. Principally, as a result of the decline in sales, gross
profit for the nine months ended September 30, 2000 was $10,237,000,
compared to the restated gross profit of $11,875,000 achieved for the
corresponding nine month period in 1999. For the quarter ended September
30, 2000, gross profit declined $1,279,000 to $2,782,000 when compared to
the corresponding three month period in 1999. Basic earnings per share was
$0.25 for the nine months ended September 30, 2000, compared to a restated
$.37 for the nine months ended September 30, 1999.
Overall, the Company experienced a decline in all three segments
of its business, with both the Professional and Retail segments each
declining approximately $1,000,000. Private label manufacturing declined
$470,000, after giving consideration to the billing irregularities outlined
in Note 1 to the interim financial statements. The overall sales decline
referenced above was primarily due to continued consolidation in the Retail
and Professional segments and a decline in private label manufacturing.
Recently, the Company signed a three year manufacturing agreement with a
leading sun care line that is expected to enhance private label sales in
the future. For the nine months ended September 30, 2000, the Company's
overall gross profit margin was 42.7%, a decline from the adjusted and
restated 44.7% achieved in the comparable period in 1999. Since it
initially appears that the billing irregularity affected primarily low
gross margin items, the decline in the gross profit margin is not as great
as what the Company anticipated based upon the overall decline in sales.
However, the gross profit margin has continued to decline due to a
continuing change in the mix of business, with higher margin "wet goods" in
the Professional and Retail segments declining more than other "hard goods"
sales.
16
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000 AND 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued).
Selling, general and administrative expenses for the nine months ended
September 30, 2000 decreased by $737,000, to $8,447,000, when compared to
last year's corresponding nine month period total of $9,184,000. This
decline was achieved by savings across the entire Company, particularly in
payroll, commissions and royalties, rent, freight and office expenses.
Net sales for the three months ended September 30, 2000 declined
$1,615,000, to $7,580,000 compared to net sales of $9,195,000 achieved in
the corresponding third quarter of 1999. The Company believes this decline
in sales was due to the same reasons indicated above for the sales decline
relating to the nine months ended September 30, 2000. The gross profit
margin for the three month period ended September 30, 2000 was 36.7%,
compared to 44.2% achieved in the corresponding quarter in 1999. This
decline was due to net sales for the current quarter consisting of a higher
concentration of the retail segment "hard goods" sales, which generally are
items with lower gross margins. The three months ended September 30, 2000
resulted in a per share loss of $.02, compared to income of $.13 per share
for the three month period ended September 30, 1999.
For the quarter ended September 30, 2000, selling, general and admin-
istrative expenses decreased slightly, to $2,923,000, when compared to
$2,996,000 incurred in the quarter ended September 30, 1999. While the
Company is continuing its efforts to control these expenses, there can be
no assurances that these expenses will decline (absolutely or as a
percentage of sales) in the future, especially in light of the anticipated
legal and professional expenses expected to be incurred in connection with
the billing irregularities referred to in Note 1 to the financial
statements and certain class action litigation with respect to 1998, as
mentioned in Item 1 of this Form 10-Q and Note 3 to the financial
statements included herein.
Interest income for the nine months ended September 30, 2000 increased
$200,000 over the corresponding nine months in 1999 as a result of having
more cash invested and an increase in the interest rates the Company was
receiving on its investments. For these same reasons, interest income for
the third quarter of 2000 showed an increase of $62,000 when compared to
the quarter ended September 30, 1999. Interest expense for the nine months
ended September 30, 2000 decreased approximately $50,000 from the
corresponding period in 1999. For the three months ended September 30,
2000, interest expense decreased almost $55,000 from the three month period
ended September 30, 1999, due to a continuing reduction in the amount of
17
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000 AND 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued).
debt outstanding and the termination of the 1% additional interest penalty
charged by the bank for non-compliance with certain bank covenants for the
year ended December 31, 1998. Other income includes a $43,750 quarterly
royalty fee from the licensing of Frances Denney products. This minimum
fee increased in 2000 from the $40,000 fee received in each quarter of
1999.
LIQUIDITY & CAPITAL RESOURCES
Cash and cash equivalents increased almost $950,000 from December 31,
1999, to $13,028,000 at September 30, 2000, despite spending over $720,000
to repurchase 248,780 shares of the Company's outstanding common stock.
Accounts receivable increased approximately $160,000, principally due to an
increase in private label manufacturing by Old 97 Company for the new
private label line of sun care products. Inventory was relatively
constant, decreasing by approximately $250,000 from the amount of inventory
on hand at December 31, 1999, to $11,704,000 at September 30, 2000.
Total current assets at September 30, 2000 were $28,918,000 compared
to the restated $27,544,000 at December 31, 1999. Working capital
increased approximately $1,300,000 when compared to December 31, 1999, as
restated. The Company is subject to various financial covenants with
respect to working capital, current maturity coverage and funded debt
ratios under a loan agreement with a bank. At September 30, 2000, the
Company was in compliance with such covenants, and it anticipates being in
compliance should any previous quarters have to be restated in order to
reflect the results of the investigation into certain billing
irregularities.
The Company continues to evaluate various acquisition targets that may
ultimately require the use of existing cash resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not participate in derivative or other financial
instruments for which fair value disclosure would be required under
Statement of Financial Accounting Standards No. 107, as amended. In
addition, the Company does not invest in securities that would require
disclosure of market risk, nor does it have floating rate loans or foreign
currency exchange rate risks.
18
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000 AND 1999
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Upon a motion for reconsideration filed by the plaintiffs, the United
States District Court for the Southern District of Florida reopened a class
action securities lawsuit filed against the Company and named officers and
permitted the plaintiffs to file an amended complaint. The Court had
dismissed the action on March 30, 2000. As more fully described in the
Company's annual report on Form 10-K for the year ended December 31, 1999,
the Company, as well as certain of its officers, were named as defendants
in this class action law suit filed in the United States Federal District
Court, Southern District of Florida. The lawsuit alleges, among other
things, certain violations of Federal securities laws and seeks an
unspecified amount of damages. The Company is indemnifying its officers in
respect of this matter and believes it has meritorious defenses against
these allegations. However, it is not possible to predict the ultimate
outcome or costs of the case.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on Friday,
September 1, 2000. The following individuals, representing the two Class
II directors, were duly elected by the vote indicated below to be directors
of the Company by the holders of a majority of the outstanding shares of
common stock of the Company, until the annual meeting of stockholders to be
held in 2003.
Votes
__________________________
For Withheld
___________ ___________
Leonard Genovese 3,747,738 296,099
Curtis Carlson 3,747,238 296,599
19
THE STEPHAN CO. AND SUBSIDIARIES
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 30, 2000 AND 1999
PART II. OTHER INFORMATION (continued)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (continued)
In addition, the Company's shareholders approved an extension of the
1990 Key Employee Stock Incentive Plan, as amended, until 2010, with
2,318,342 votes cast in favor of the extension and 437,563 against, as well
as approving an extension of the 1990 Directors' Stock Option Plan, as
amended, until 2010, with 2,325,926 votes cast for the extension and
423,330 against.
ITEM 5. OTHER INFORMATION
In accordance with Rules 14a-4(c) and 14a-5(e) promulgated under the
Securities Exchange Act of 1934, the Company hereby notifies its
stockholders that if the Company does not receive notice by March 7, 2001
of a proposed matter to be submitted for stockholder vote at the Company's
2001 Annual Meeting, then any proxies held by members of the Company's
management in respect of such Meeting may be voted in the discretion of
such management members on such matter, without any discussion of such
proposed matter in the proxy statement to be distributed in respect of such
Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27: Financial Data Schedule
20
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.
THE STEPHAN CO.
/s/ Frank F. Ferola
_____________________________________
Frank F. Ferola
President and Chief Executive Officer
December 14, 2000
/s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial and
Accounting Officer
December 14, 2000
21
