-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nkgg1ZcQEvqC4uKXbSytd+Nqhsj53VatinwTCiVzO43Ccgrj3eWXQoSYO3nF9+Sm okHLkNBGufq1WvEJJF5dUw== 0000926236-01-500126.txt : 20010813 0000926236-01-500126.hdr.sgml : 20010813 ACCESSION NUMBER: 0000926236-01-500126 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEVENS INTERNATIONAL INC CENTRAL INDEX KEY: 0000817644 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 752159407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-09603 FILM NUMBER: 1703884 BUSINESS ADDRESS: STREET 1: 5700 E. BELKNAP ST. CITY: FORT WORTH STATE: TX ZIP: 76117 BUSINESS PHONE: 8178313911 MAIL ADDRESS: STREET 1: 5700 E. BELKNAP ST. CITY: FORT WORTH STATE: TX ZIP: 76117 FORMER COMPANY: FORMER CONFORMED NAME: STEVENS GRAPHICS CORP DATE OF NAME CHANGE: 19920703 10QSB 1 sii01q2a.txt QUARTERLY PERIOD ENDED JUNE 30, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 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 small business issuer as specified in its charter) Delaware 75-2159407 ------------------------------------------------------------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 5700 E. Belknap, Fort Worth, Texas 76117 ---------------------------------------- (Address of principal executive offices) (zip code) 817/831-3911 ------------ (Issuer's telephone number) __________________________________________ (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Title of Each Class Outstanding at August 8, 2001 ------------------------------- ----------------------------- Series A Stock, $0.10 Par Value 7,466,474 Series B Stock, $0.10 Par Value 2,035,659 Transitional Small Business Disclosure Format (check one): Yes _____ No XX TABLE OF CONTENTS ----------------- Part I. FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements Consolidated Condensed Balance Sheet 3 June 30, 2001 (unaudited) Consolidated Condensed Statements of Operations 4 Three and Six months ended June 30, 2001 and 2000 (unaudited) Consolidated Condensed Statement of 5 Stockholders' Equity December 31, 2000 and Six months ended June 30, 2001 (unaudited) Consolidated Condensed Statements of Cash Flows 6 Six months ended June 30, 2001 and 2000 (unaudited) Notes to Consolidated Condensed Financial 7 Statements (unaudited) Item 2. Management's Discussion and Analysis or 9 Plan of Operation Part II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2 Submission of Matters to a Vote of Security Holders 13 Item 3. Defaults Upon Senior Securities 13 Item 6. Exhibits and Reports on Form 8-K 14 CAUTIONARY STATEMENT - This Form 10-QSB 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, 2000. STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (Amounts in thousands, except share data) June 30, 2001 ------------- (Unaudited) ASSETS Current assets: Cash $ 99 Trade accounts receivable, less allowance for losses of $104 359 Inventories (Note 3). 3,632 Other current assets 391 Total current assets 4,481 Property, plant and equipment, net 1,404 Other assets, net 439 ------- $ 6,324 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 1,383 Other current liabilities 2,590 Income taxes payable 110 Customer deposits 178 Bank credit facility 3,258 Current portion of long-term debt (Note 4) 20 ------- Total current liabilities 7,539 10% convertible subordinated notes payable 1,102 Note payable - stockholder 6,709 Other long-term debt 27 Accrued pension costs 641 Commitments and contingencies (Note 5) 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 shares issued and outstanding at June 30, 2001 746 Series B common stock, $0.10 par value, 6,000,000 shares authorized, 2,036,000 shares issued and outstanding at June 30, 2001 204 Additional paid-in-capital 40,961 Retained deficit (51,605) ------- Total stockholders' deficit (9,694) ------- $ 6,324 ======= See notes to consolidated condensed financial statements.
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands, except per share data) Three Months Ended Six months ended June 30 June 30 2001 2000 2001 2000 ------ ------ ------ ------ Net sales $ 1,709 $ 1,220 $ 2,460 $ 2,041 Cost of sales 1,419 1,357 2,087 2,211 ------ ------ ------ ------ Gross profit (loss) 290 (137) 373 (170) Selling, general and administrative expenses 337 850 801 1,703 ------ ------ ------ ------ Operating income (loss) (47) (987) (428) (1,873) Other income (expense): Interest income - 6 - 6 Interest expense (214) (185) (442) (1,386) Other, net (49) (74) (100) (128) Gain (loss) on sale of assets (Note 6) - (273) - (273) ------ ------ ------ ------ (263) (526) (542) (1,781) ------ ------ ------ ------ Income (loss) before income taxes (310) (1,513) (970) (3,654) Income tax (expense) (Note 7) - - - --- ------ ------ ------ ------ Net income (loss) $ (310) $(1,513) $ (970) $(3,654) ====== ====== ====== ====== Earnings (loss) per share - basic and diluted (Note 8): Net income (loss) - basic and diluted $ (0.03) $ (0.16) $ (0.10) $ (0.38) ====== ====== ====== ====== Weighted average number of shares of common stock outstanding during the periods - basic and diluted Note 8 9,502 9,502 9,502 9,502 ====== ====== ====== ====== See notes to consolidated condensed financial statements.
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (Amounts in thousands) Additional Series A Stock Series B Stock Paid-In Shares Amount Shares Amount Capital (Deficit) Total ------ ------ ------ ------ ------- -------- ------- Balance, January 1, 2001 7,466 $ 746 2,037 $ 204 $40,961 $(50,635) $(8,724) Net (loss) - - - - - (970) (970) Conversion of Series B stock to Series A stock 1 - (1) - - - - ------ ------ ------ ------ ------- -------- ------- Balance, June 30, 2001 7,467 $ 746 2,036 $ 204 $40,961 $(51,605) $(9,694) ====== ====== ====== ====== ======= ======== ======= See notes to consolidated condensed financial statements.
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands) Six Months Ended June 30, ------------------- 2001 2000 ------- ------- Cash flows from operations: Net (loss) $ (970) $ (3,654) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 120 195 Interest imputed on 10% convertible notes --- 1,000 Other 9 273 Changes in operating assets and liabilities: Trade accounts receivable 33 262 Inventory 515 1,060 Other assets (31) (160) Trade accounts payable (8) (746) Other liabilities 1,017 (485) ------- ------- Total cash (used in) operating activities 685 (2,255) ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (7) (63) Decreases to property, plant and equipment --- 97 ------- ------- Total cash provided by (used in) investing activities (7) 34 ------- ------- Cash flows from financing activities: Net proceeds from 10% convertible debt 52 850 Net proceeds from (repayments of) long-term debt (895) 1,384 ------- ------- (843) 2,234 ------- ------- Decrease in cash and temporary investments (165) 13 Cash and temporary investments at beginning of period 264 6 Cash and temporary investments at end of period $ 99 $ 19 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 135 $ 116 Income taxes $ - - See notes to consolidated condensed financial statements.
STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (Unaudited) 1. The consolidated condensed balance sheet as of June 30, 2001, the consolidated condensed statement of stockholders' equity for the period ended June 30, 2001, and the consolidated condensed statements of operations for the three and six months ended June 30, 2001 and 2000, and statements of cash flows for the six months ended June 30, 2001 and 2000 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 June 30, 2001 and the results of operations for the three and six months ended June 30, 2001 and 2000 and the cash flows for the six months ended June 30, 2001 and 2000 have been made. The above financial statements have been prepared in accordance with the instructions to Form 10-QSB and therefore do not include all information included in the 2000 Form 10-K. The results of operations for the three and six months ended June 30, 2001 and 2000 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 produces 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. 3. Inventories consist of the following: June 30, 2001 ------------- (Amounts in thousands) Finished product $ 335 Work in progress 2 Raw materials 3,295 ------ $ 3,632 ====== 4. The bank credit facility due date was extended to August 31, 2001 with mandatory reductions in borrowing availability of $35,000 per week beginning July 2, 2001. The Company is in the process of finding suitable replacement financing. For a description of the status of the bank credit facility at June 30, 2001, 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 were used for working capital. The notes were issued in increments of $50,000. In September 2000 and March 2001, the Notes were increased a total of $102,500 in lieu of paying the interest for the first twelve months in cash. The Notes are convertible into 2,200,000 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 2.2 million shares of Series A common stock. Should all the notes be converted, these shareholders would own approximately 19% 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 "Additional Paid in Capital" 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 2000 Form 10-K. 6. A description of the Company's divestitures in 2001 and 2000 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. 7. The Company's effective tax rate was 0% in 2001 and 2000. Due to accumulated losses, there were no recoverable income taxes for the three and six months ended June 30, 2001. 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. Stock options for 560,000 shares of common stock were not included in the computation of diluted EPS because their effect would have been anti- dilutive. 9. All revenues in the three and six months ended June 30, 2001 and 2000 were in the Company's banknote inspection, printing and packaging equipment business segment. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS RECENT DEVELOPMENTS Stevens International, Inc. is continuing to experience losses and cash flow difficulties. We are exploring various alternatives to solve these problems, including raising of additional capital, spin off or sale of assets, recapitalization, mergers, and aggressive pursuit of all available currency and printing equipment prospects. There can be no assurance that any of these initiatives will be successful. In September, 2000, we entered into discussions for a possible combination with Graphic Systems Services, Inc., a privately held printing equipment manufacturer located in Springboro, Ohio. On April 16, 2001 Graphics Systems Services notified us that merger negotiations have been terminated due to their inability to finance the transaction. Liquidity and Capital Resources Our operations require capital primarily to fund ongoing operations, to service existing debt and to pursue our strategic objectives including new product development and penetration of international markets. Our 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 new equipment orders. Net cash provided by operating activities was $0.7 million in 2001. Net cash provided by (used in) operating activities (before working capital requirements) was $(0.8) million in 2001. Working capital provided cash of $1.5 million in 2001. On March 31, 2000, we completed a private placement of $1 million of 10% convertible subordinated notes ("the Notes") due March 31, 2003. Net proceeds of the Notes were used for working capital. The Notes were issued in increments of $50,000. In September 2000 and March, 2001, we elected to increase the Note in lieu of paying the interest for the first twelve months in cash. The $1,102,500 Notes are convertible into 2,200,000 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 prior to the close of business on their maturity date. Issue costs for the Notes aggregated approximately $151,000. Our capital expenditures were $7,500 in 2001, and were used primarily for computer modernization. Our bank credit facility bears interest at 1.25% over prime and matures August 31, 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 June 30, 2001 there were $3.3 million in direct borrowings and no standby letters of credit outstanding, with no 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 has 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 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'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 $6.7 million at June 30, 2001 have first liens on certain assets of the Company, principally 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 September 30, 2002 and bear interest at rates that vary up to 2% over bank prime. 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 1999 filing for distress termination of the plans began a series of negotiations with the PBGC regarding funding of the pension benefits of employees. The PBGC determined that the Company will be unable to pay benefits when due and that the plans must be terminated in order to protect the interests of the plan participants. The PBGC became statutory trustee at November 15, 1999, the effective date of the termination of the plans. The PBGC, on behalf of the Company's pension plan for bargaining unit employees, has filed liens against all property and rights to property of the Company in the aggregate amount of $1.6 million. The assets of the pension plans were also taken over by the PBGC. The Company and the PBGC are negotiating terms of a financial settlement for installment payments to be made by the Company to the PBGC over the next 7-8 years. The estimated present value of the anticipated payments to the PBGC has been recorded at June 30, 2001 in the amount of $0.63 million. 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 June 30, 2001, the Company's Chairman and Chief Executive Officer has loaned the Company $6.7 million for its short-term cash requirements. As of August 8, 2001, 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. RESULTS OF OPERATIONS Comparison of Six Months Ended June 30, 2001 and 2000 Sales The Company's sales for the six months ended June 30, 2001 increased by $0.4 million (or 20.5%) compared to sales in the same period in 2000 due primarily to a $1 million 2001 contract for converting one automatic currency examination ("ACE") machine to inspect the new EURO banknotes, offset by decreases in packaging systems products ($0.6 million). Gross Profit The Company's gross profit for the six months ended June 30, 2001 increased by $0.5 million compared to gross profit in the same period in 2000. The gross profit margin increased to 15.2% of sales as compared to a gross margin loss of (8.3%) in the comparable period in 2000 due to the impact of the $1 million contract discussed in the previous paragraph, reduced depreciation expense in 2001, and partially offset by continuing high costs of idle plant and underutilized personnel due to low production volume in 2001 and 2000. Selling, General and Administrative Expenses The Company's selling, general, and administrative expenses decreased by $0.9 million (or 53 %) for the six months ended June 30, 2001 compared to the same period in 2000 due to cost reduction efforts in connection with the reduced volume of sales and certain insurance premium refunds in 2001. Selling, general and administrative expenses for the six months ended June 30, 2001 were 32.6% of sales compared to 83.4% of sales for the same period in 2000 due to the increase in sales in 2001 and the reduced level of expense from cost reductions. Other Income (Expense) The Company's interest expense decreased by $0.9 million for the six months ended June 30, 2001 compared to the same period in 2000 due to the $1.0 million in imputed interest recorded in 2000 on the issuance of the 10% convertible subordinated notes due March 31, 2003 (see Note 4). Interest income was negligible for the six months ended June 30, 2001 and 2000. The loss on sale of assets of $0.27 million in 2000 was a result of the sale of certain assets and settlement of certain obligations retained in the sale of Zerand Division in 1998. Comparison of Three Months Ended June 30, 2001 and 2000 Sales The Company's sales for the three months ended June 30, 2001 increased by $0.5 million (or 40%) compared to sales in the same period in 2000 due primarily to a $1 million 2001 contract for converting an ACE machine to inspect the new EURO banknote, offset by decreases in packaging systems products. Gross Profit The Company's gross profit for the three months ended June 30, 2001 increased by $427 thousand compared to gross profit in the same period in 2000 due primarily to the impact of the $1 million contract discussed in the previous paragraph, and from reduced depreciation expenses in 2001. Gross profit margin for 2001 increased to 17% of sales as compared to a gross margin loss of (11.2%) in 2000. This increase in gross profit margin in 2001 was due primarily to the ACE conversion job previously discussed and reduced depreciation expense in 2001. Selling, General and Administrative Expenses The Company's selling, general, and administrative expenses decreased by $0.5 million (or 60%) for the three months ended June 30, 2001 compared to the same period in 2000 due to continuing cost reduction efforts and certain insurance premium refunds in 2001. Selling, general and administrative expenses for the three months ended June 30, 2001 were 19.7 % of sales compared to 69.7% of sales for the same period in 2000 due to cost reduction efforts. Other Income (Expense) The Company's net interest expense increased by $26 thousand for the three months ended June 30, 2001 compared to the same period in 2000 due to the increased borrowing costs in 2001. Tax Matters The Company's effective state and federal income tax rate ("effective tax rate") was 0% for 2001 and 2000. Due to continuing losses in 2001, there were no recoverable tax benefits for the three and six months ended June 30, 2001. Backlog and Orders The Company's backlog of unfilled orders at June 30, 2001 was approximately $0.9 million compared to $1.7 million at December 31, 2000. The backlog of repair and refurbished equipment jobs at June 30, 2001 decreased $0.8 million as compared to year-end 2000. The backlog at June 30 in each of the preceding five years has ranged from a low of $1.4 million in 2000 to a high of $13.8 million in 1997. Orders for the six months ended June 30, 2001 were $1.7 million compared to $1.9 million for the comparable period in 2000, a decrease of $0.2 million while shipments increased $419 thousand. The decreased order flow is the result of only one major printing and packaging system order in the first six months of 2001. 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. PART II OTHER INFORMATION Item 1. Legal Proceedings On April 9, 2001, a Waukesha, Wisconsin County Circuit Court, awarded a $1.25 million order for judgment against the Company and its former subsidiary, Zerand Corporation, related to a dispute over an alleged commission due to a European agent on a 1989 project for the former Soviet Union. The $1.25 million is included in "other current liabilities" at June 30, 2001. There would be no assets available to collect on this judgment due to prior lien holder claims, including our senior bank lender, Paul I. Stevens, the Pension Benefit Guaranty Corporation and the Internal Revenue Service. Although there can be no certainty as to the outcome of negotiations, we are attempting to settle this judgment on a basis more favorable to the Company. 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 2. Submission of Matters to a Vote of Security Holders The Company held its 2001 Annual Meeting of Stockholders (the "Meeting") on June 7, 2001 At the Meeting, the stockholders of the Company considered and voted upon the following matters, with the results indicated: (1) The following directors, constituting all of the directors of the Company, were elected to serve as directors for the ensuing year: Series A Nominees Votes For Votes Against ----------------- --------- ------------- James D. Cavanaugh 6,914,159 9,804 Edgar H. Schollmaier 6,914,159 9,804 Series B Nominees ----------------- Paul I. Stevens 1,968,808 362 Richard I. Stevens 1,968,808 362 Constance I. Stevens 1,968,808 362 Item 3. Defaults Upon Senior Securities The Company continues to experience weakness in sales and losses from operations due to a declining market for the Company's products and competitive pressures. As a result, violations of certain bank financial covenants are continuing, including failure to make required pension plan payments in 1999 and 2000, maintaining of required working capital and net worth covenants, and the allowing of certain court-ordered judgments (see Item 1 above). The Company's senior lender has 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 June 30, 2001. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit Number Description of 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.(5) 11.1 Computation of Net Income per Common Share.(*) *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, 1999 and incorporated herein by reference. (b) Reports on Form 8-K. None. SIGNATURES In accordance with the requirements of the Exchange Act , the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STEVENS INTERNATIONAL, INC. Date: August 10, 2001 By: /s/ Paul I. Stevens ------------------------- Paul I. Stevens Chief Executive Officer and Acting Chief Financial Officer EX-11.1 3 exh11-1a.txt COMPUTATION OF PER SHARE EARNINGS 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 Six Months Ended March 31, June 30, 2001 2000 2001 2000 ----- ------ ----- ------ Basic and diluted: Weighted average shares outstanding - basic 9,502 9,502 9,502 9,502 Assumed exercise of Series A and B stock options (Treasury stock method) - - - - Assumed exercise of $1.1 million of 10% convertible subordinated notes at $0.50 per share - anti-dilutive - - - - ----- ------ ----- ------ Total common share equivalents - diluted 9,502 9,502 9,502 9,502 ===== ====== ===== ====== Net income (loss) $ (310) $(1,513) $ (970) $(3,654) ===== ====== ===== ====== Earnings (loss) per share - basic (Note 8) $(0.03) $ (0.16) $(0.10) $ (0.38) ===== ====== ===== ====== Earnings (loss) per share - diluted (Note 8): $(0.03) $ (0.16) $(0.10) $ (0.38) ===== ====== ===== ====== See notes to consolidated condensed financial statements.
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