UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
|X| Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the quarterly period ended: June 30, 2007
|_| Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to ________
Commission File No. 1-4436
THE STEPHAN CO.
(Exact Name of Small Business Issuer 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
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 |X| NO |_|
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|
Approximate number of shares of Common Stock outstanding as of
July 31, 2007:
4,389,783
The Stephan Co. and Subsidiaries
June 30, 2007
EXPLANATORY NOTE: This report is being filed to restate previously reported
operating results and financial position resulting from the unauthorized actions
of a former manager that are more fully described in Management's Discussion and
Analysis or Plan of Operation. Our report on Form 10-QSB for the quarter ended
June 30,2007, filed on August 13, 2007, reflected overstated revenue, net income
and net income per share for the quarter ended June 30, 2007, of approximately
$242,000, $35,000 and $0.01, respectively. For the six months ended June 30,
2007, our report on Form 10-QSB, filed on August 13, 2007, reflected overstated
revenue, net income and net income per share of approximately $504,000, $82,000
and $0.02, respectively. This report on Form 10-QSB/A reflects the corrected
results of operations for the second quarter and year-to date 2007. Our report
on Form 10-QSB for the quarter ended June 30, 2007 that was filed on August 13,
2007 should no longer be relied upon.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets
as of June 30, 2007 and December 31, 2006 3
Unaudited Condensed Consolidated Statements
of Operations for the six and three months ended
June 30, 2007 and 2006 5
Unaudited Condensed Consolidated Statements
of Cash Flows for the six months ended
June 30, 2007 and 2006 7
Notes to Unaudited Condensed Consolidated
Financial Statements 8
ITEM 2. Management's Discussion and Analysis
or Plan of Operation 13
ITEM 3. Controls and Procedures 17
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 18
ITEM 6. Exhibits 18
SIGNATURES 19
The Stephan Co. and Subsidiaries
June 30, 2007
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This quarterly report contains certain "forward-looking" statements. The
Stephan Co. ("Stephan" or 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 risks, uncertainties and
other factors which may cause the actual results, condition (financial or
otherwise), performance, trends or achievements of the Company and its
subsidiaries to be materially different from any results, condition,
performance, trends or achievements projected, anticipated or implied by such
forward-looking statements.
Words such as "projects," "believe," "anticipates," "estimate," "plans,"
"expect," "intends," and similar words and expressions are intended to identify
forward-looking statements and are based on our current expectations,
assumptions, and estimates about us and our industry. In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements. Although we
believe that such forward-looking statements are reasonable, we cannot assure
you that such expectations will prove to be correct.
Our actual results could differ materially from those anticipated in such
forward-looking statements as a result of several factors, risks and
uncertainties. These factors, risks and uncertainties include, without
limitation, our ability to satisfactorily address any material weaknesses in our
financial controls; general economic and business conditions; competition; the
relative success of our operating initiatives; our development and operating
costs; our advertising and promotional efforts; brand awareness for our product
offerings; the existence or absence of adverse publicity; acceptance of any new
product offerings; changing trends in customer tastes; the success of any
multi-branding efforts; changes in our business strategy or development plans;
the quality of our management team; costs and expenses incurred by us in
pursuing strategic alternatives; the availability, terms and deployment of
capital; the business abilities and judgment of our personnel; the availability
of qualified personnel; our labor and employee benefit costs; the availability
and cost of raw materials and supplies; changes in or newly-adopted accounting
principles; changes in, or our failure to comply with, applicable laws and
regulations; changes in our product mix and associated gross profit margins; as
well as management's response to these factors, and other factors that may be
more fully described in the Company's literature, press releases and publicly-
filed documents with the Securities and Exchange Commission. You are urged to
carefully review and consider these disclosures, which describe certain factors
that affect our business.
We do not undertake, subject to applicable law, any obligation to publicly
release the results of any revisions, which may be made to any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
Therefore, we caution 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 and qualifications could affect our
ability to achieve our objectives and may cause actual results to differ
materially from those projected, anticipated or implied herein.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The Stephan Co. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
June 30, December 31,
2007 2006
----------- ------------
(restated)
Assets
CURRENT ASSETS
Cash and cash equivalents $ 7,452,754 $ 7,064,332
Restricted cash 1,110,000 1,110,000
Accounts receivable, net 1,636,178 1,716,733
Inventories 5,230,175 4,792,357
Prepaid expenses and other current assets 211,841 335,429
----------- -----------
TOTAL CURRENT ASSETS 15,640,948 15,018,851
Restricted cash 557,963 1,206,392
Property, plant and equipment, net 1,507,529 1,573,560
Deferred income taxes 779,762 864,471
Goodwill, net 2,602,802 2,602,802
Trademarks, net 3,069,507 3,069,507
Deferred acquisition costs, net 43,149 76,161
Other assets, net 2,249,260 2,354,295
----------- -----------
TOTAL ASSETS $26,450,920 $26,766,039
=========== ===========
See notes to unaudited condensed consolidated financial statements.
3
June 30, December 31,
2007 2006
----------- ------------
(restated)
CURRENT LIABILITIES
Current portion of long-term debt $ 1,110,000 $ 1,110,000
Accounts payable and accrued expenses 2,309,795 2,215,449
----------- -----------
TOTAL CURRENT LIABILITIES 3,419,795 3,325,449
Long-term debt 555,000 1,110,000
----------- -----------
TOTAL LIABILITIES 3,974,795 4,435,449
----------- -----------
Commitments And Contingencies
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 43,898 43,898
Additional paid-in capital 17,693,644 17,646,069
Retained earnings 4,738,583 4,640,623
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 22,476,125 22,330,590
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $26,450,920 $26,766,039
=========== ===========
See notes to unaudited condensed consolidated financial statements.
4
The Stephan Co. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
Six Months Ended June 30,
-------------------------
2007 2006
---------- ------------
(restated)
Revenue $9,811,620 $10,981,917
Cost Of Goods Sold 5,531,031 6,385,410
---------- -----------
Gross Profit 4,280,589 4,596,507
Selling, General And
Administrative Expenses 4,137,035 4,331,267
---------- -----------
Operating Profit 143,554 265,240
Other Income (Expense)
Interest income 185,671 106,393
Interest expense on long-term debt (14,295) (22,787)
---------- -----------
Income Before Income Taxes 314,930 348,846
Income Tax Expense 129,174 135,611
---------- -----------
Net Income $ 185,756 $ 213,235
========== ===========
Net Income Per Share:
Basic $ .04 $ .05
Diluted $ .04 $ .05
Dividends Per Share: $ .02 $ .04
5
Three Months Ended June 30,
---------------------------
2007 2006
------------ ------------
(restated)
Revenue $4,864,668 $5,373,020
Cost Of Goods Sold 2,672,955 3,006,828
---------- ----------
Gross Profit 2,191,713 2,366,192
Selling, General And
Administrative Expenses 2,061,583 2,232,933
---------- ----------
Operating Profit 130,130 133,259
Other Income (Expense)
Interest income 95,117 62,929
Interest expense on long-term debt (7,092) (10,991)
---------- ----------
Income Before Income Taxes 218,155 185,197
Income Tax Expense 89,404 69,018
---------- ----------
Net Income $ 128,751 $ 116,179
========== ==========
Net Income Per Share:
Basic $ .03 $ .03
Diluted $ .03 $ .03
Dividends Per Share: $ .00 $ .02
See notes to unaudited condensed consolidated financial statements.
6
The Stephan Co. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
-------------------------
2007 2006
---------- -----------
(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 185,756 $ 213,235
Adjustments to reconcile net income to net
cash flows provided by operating activities:
Depreciation 68,088 76,030
Stock-based compensation 47,659 41,908
Amortization 33,012 33,012
Deferred income taxes 84,708 96,210
Changes in operating assets and liabilities:
Accounts receivable 80,555 (421,530)
Inventories (437,818) (156,958)
Prepaid expenses and other current assets 123,588 186,209
Change in other assets 105,035 80,035
Accounts payable and accrued expenses 94,346 441,860
---------- ----------
Net cash flows provided by operating activities 384,929 590,011
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Reduction in restricted cash 648,429 462,559
Purchase of property, plant and equipment (2,057) (27,739)
---------- ----------
Net cash flows provided by investing activities 646,372 434,820
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (555,000) (555,000)
Dividends paid (87,796) (175,592)
Purchase & retirement of common stock (83) --
---------- ----------
Net cash flows used in financing activities (642,879) (730,592)
---------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS 388,422 294,239
Cash And Cash Equivalents,
Beginning Of Period 7,064,332 5,602,762
---------- ----------
Cash And Cash Equivalents, End Of Period $7,452,754 $5,897,001
========== ==========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 12,787 $ 22,789
========== ==========
Income taxes paid $ 50,044 $ 33,381
========== ==========
See notes to unaudited condensed consolidated financial statements.
7
The Stephan Co. and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
Quarters Ended June 30, 2007 and 2006
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS: The Stephan Co. (the "Company") is engaged
principally in the manufacture, sale and distribution of hair and personal care
grooming products throughout the United States. We have allocated substantially
all of our business into three segments: professional hair care products, retail
personal care products and manufacturing/other.
BASIS OF PRESENTATION: In our opinion, all adjustments (consisting only of
normal accruals) necessary for a fair presentation of the Company's financial
position and results of operations are reflected in these unaudited interim
condensed consolidated financial statements. Certain reclassifications of prior
year amounts have been made to effect comparability with current year
classifications.
The results of operations for the six and three-month periods ended June
30, 2007 are not necessarily indicative of the results to be achieved for the
year ending December 31, 2007. The December 31, 2006 condensed consolidated
balance sheet was derived from the audited consolidated financial statements,
but does not include all disclosures required by generally accepted accounting
principles in the United States of America. These interim condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and accompanying notes in our Annual Report on Form 10-K
for the year ended December 31, 2006, previously filed with the Securities and
Exchange Commission.
USE OF ESTIMATES: The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the dates of
the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents include cash, CDs,
money market investments and short-term municipal bonds having maturities of 90
days or less when acquired. The Company maintains cash deposits at certain
financial institutions in amounts in excess of the federally insured limit.
REVENUE RECOGNITION: We recognize revenue upon shipment.
CLASSIFICATION OF CERTAIN COSTS AND EXPENSES: In Cost of Goods Sold, we
include raw materials, packaging, labor and overhead related to manufacturing,
shipping and warehousing our products.
8
INVENTORIES: Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market:
June 30, December 31,
2007 2006
----------- ------------
Raw materials $ 1,292,329 $ 1,457,575
Packaging and components 2,062,222 2,138,017
Work-in-process 471,396 605,848
Finished goods 3,725,839 2,872,305
----------- -----------
7,551,786 7,073,745
Less: Amount included in
other assets (2,321,611) (2,281,388)
----------- -----------
$ 5,230,175 $ 4,792,357
=========== ===========
Raw materials include chemicals and fragrances used in the production
process. Packaging and components include cartons, inner sleeves, boxes,
bottles, containers, jars, caps, pumps and similar items. Finished goods are
comprised of manufactured and purchased "wet" goods and purchased "hard" goods
including hair dryers, electric clippers, lather machines, scissors and salon
accessories.
Packaging, components and finished goods that are not anticipated to be
used within one year are categorized as other assets. We reduce the value of
inventory, included in other assets, to provide for the cost, including the
estimated costs of disposal, of slow moving goods that may ultimately become
unusable or obsolete.
BASIC AND DILUTED NET INCOME PER SHARE: Basic net income per share was
computed by dividing net income by the weighted average shares of common stock
outstanding (4,389,805 shares). Diluted net income per share was computed by
dividing net income by the weighted average shares of common stock outstanding
increased by shares assumed to be outstanding after the exercise of certain
stock options.
The inclusion of dilutive stock options in the calculation of diluted net
income per share was not significant for the six- or three-month periods ended
June 30, 2007 and 2006. We have approximately 400,000 stock options outstanding,
of which approximately 150,000 are "in the money" and therefore used in the
calculation of diluted net income per share.
In late June 2007 we purchased 22 shares of common stock as an
accommodation to a shareholder. The stock was later retired and the shares are
no longer outstanding.
STOCK-BASED COMPENSATION: As a result of adopting FAS 123R on January 1,
2006, we incurred compensation expense related to stock options by $48,000 and
$25,000 for the six- and three-month periods ended June 30, 2007, respectively.
For the six- and three-month periods ended June 30, 2006, our net income was
reduced by approximately $42,000 in both periods. The impact on basic and
diluted net income per share was approximately $.01 in all periods presented.
9
NEW FINANCIAL ACCOUNTING STANDARDS: In February 2007, the FASB issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS 159"), which establishes a fair value option under which entities can
elect to report certain financial assets and liabilities at fair value, with
changes in fair value recognized in earnings. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. We are currently evaluating the impact,
if any, that SFAS 159 will have on our financial statements.
In September 2006, the Securities and Exchange Commission staff published
Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses the effect on current year financial
statements of prior year uncorrected errors. SAB No. 108 was effective for
fiscal years ended after November 15, 2006. The adoption of SAB No. 108 by us in
the fourth quarter of 2006 did not have a material impact on our consolidated
financial statements.
In July 2006 the FASB issued FASB Interpretation No. 48, ("FIN 48")
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109". FIN 48 requires that we recognize in our financial statements the
impact of a tax position taken or expected to be taken in a tax return, provided
that such position is more likely than not of being sustained on audit. FIN 48
is effective for fiscal years beginning after December 15, 2006. We do not
anticipate that FIN 48 will have an adverse effect on our financial statements.
NOTE 2: RESTATEMENT OF A PRIOR PERIOD
The unaudited consolidated condensed financial statements have been restated to
correct an error resulting from the unauthorized actions of a former manager
that are more fully described in Management's Discussion and Analysis or Plan of
Operation. Our report on Form 10-QSB for the quarter ended June 30, 2007, filed
on August 13, 2007, reflected overstated revenue, net income and net income per
share of approximately $242,000, $35,000 and $0.01, respectively, for the three
months and $504,000, $82,000 and $0.02, respectively, for the six months ended
June 30,2007. The following table presents the effect of changes in the
unaudited condensed consolidated financial statements caused by the restatement:
As Restated
for
Correction
As Reported of Error
----------- -----------
Three Months ended
June 30, 2007
-------------------------
Statement of Operations
Revenue $5,106,714 $4,864,668
Cost of Goods Sold $2,856,669 $2,672,955
Gross Profit $2,250,045 $2,191,713
Operating Profit $ 188,462 $ 130,130
Income Before Income Taxes $ 276,487 $ 218,155
Income Tax Expense $ 112,737 $ 89,404
Net Income $ 163,750 $ 128,751
10
Six Months ended
June 30, 2007
------------------------
Statement of Operations
Revenue $10,316,078 $9,811,620
Cost of Goods Sold $ 5,899,589 $5,531,031
Gross Profit $ 4,416,489 $4,280,589
Operating Profit $ 279,454 $ 143,554
Income Before Income Taxes $ 450,830 $ 314,930
Income Tax Expense $ 183,534 $ 129,174
Net Income $ 267,296 $ 185,756
Six Months ended
June 30, 2007
------------------------
Statement of Cash Flows
Net income $ 267,296 $ 185,756
Deferred income taxes $ 139,068 $ 84,708
Accounts receivable $ (423,904) $ 80,555
Inventories $ (69,259) $ (437,818)
At June 30, 2007
------------------------
Balance Sheet
Accounts receivable, net $ 2,140,637 $1,636,178
Inventories $ 4,861,616 $5,230,175
Deferred income taxes $ 725,402 $ 779,762
Retained earnings $ 4,820,123 $4,738,583
11
NOTE 3: COMMITMENTS AND CONTINGENCIES
We are involved in litigation matters arising in the ordinary course of
business. It is our opinion that none of these matters, at June 30, 2007, would
likely, if adversely determined, have a material adverse effect on our financial
position, results of operations or cash flows. Additionally, there has been no
material change in the status of any pending litigation since our last filing of
Form 10-K with the Securities and Exchange Commission for the year ended
December 31, 2006.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Adjustments Related to Prior Interim Periods of the Current Year
We recently discovered, with the aid of our system of internal controls, that a
manager at our Midwest subsidiary had caused overstated results to be included
in our previously reported revenue, net income and net income per share to the
extent of $504,000, $82,000, and $.02 per common share, respectively, for the
six months ended June 30, 2007. Cash was unaffected. The actions of the former
manager were unauthorized and unilateral and resulted in the aforementioned
overstatement of revenue and earnings. We do not consider the actions of the
former manager to be indicative of a material weakness in our system of internal
controls, but we are reviewing our control systems at this subsidiary for any
weaknesses or deficiencies. Any needed strengthening of our Internal Controls
over Financial Reporting will be implemented before December 31, 2007.
We are amending with this Form 10-QSB/A our report on Form 10-QSB for the second
quarter of 2007 as follows:
Quarter Ended March 31, 2007 As Filed As Restated
---------------------------------------------------- ----------- -----------
Revenue $5,209,364 $4,946,952
Net income 103,546 57,005
Net income per share $ .02 $ .01
Quarter Ended June 30, 2007 As Filed As Restated
---------------------------------------------------- ----------- -----------
Revenue $5,106,714 $4,864,668
Net income 163,750 128,751
Net income per share $ .04 $ .03
Six Months Ended June 30, 2007 As Filed As Restated
---------------------------------------------------- ----------- -----------
Revenue $10,316,078 $9,811,620
Net income 267,296 185,756
Net income per share $ .06 $ .04
The "As Restated" amounts above have been included in the quarterly and
year-to-date results in this report on Form 10-QSB/A. Revenue "As Filed" for the
quarter ended March 31, 2007 includes a subsequent reclassification from other
income of $12,500.
Comparison of the Six-Month Periods ended June 30, 2007 and June 30, 2006:
Our revenue was $9.8 million for the six months ended June 30, 2007, a
decrease of 10.7% from the comparable period in 2006, principally due to
shortfalls in our two main product segments: professional and retail. Revenue in
our professional segment, consisting principally of lower margin hard goods sold
to distributors, accounted for approximately 73.0% of our total revenue for the
six-month period ended June 30, 2007 and declined 12.4% from the comparable
period in the prior year. Revenue in our retail segment, principally comprised
of chain stores and mass merchandisers, accounted for approximately 17.0% of our
total revenue for this six-month period and was 12.5% less than the revenue for
the comparable 2006 period. Revenue for the remaining sales categories was
greater than that in 2006 by 11.6%. It was not practicable to determine profit
or loss by segment, however the Company is planning to present such information
in our Annual Report on Form 10-KSB for the year ending December 31, 2007.
13
Revenue by Segment
($ in thousands)
Six Months Six Months % Increase
2007 2006 (Decrease)
---------- ---------- ----------
Professional $7,204 $ 8,228 (12.4%)
Retail 1,696 1,937 (12.5%)
Manufacturing/Other 912 817 11.6%
------ -------
Total $9,812 $10,982 (10.7%)
Revenue in our largest category, professional hard goods, was below that
in the second quarter of 2006. We believe that several factors contributed to
this shortfall: 1) a decrease in the number of distributors resulting from
industry consolidation, 2) increased competitive pressures, 3) lower beauty
school enrollments and 4) general economic conditions.
Our operating profit decreased $122,000 in the first half of 2007 compared
to the first half of 2006 as higher gross margins and lower selling, general and
administrative ("SG&A") expenses mitigated the revenue decline. The gross margin
percentage improved due in part to 1) a shift in the mix of products sold as
fewer lower margin hard goods were sold in the first half of 2007 compared to
those sold in the first half of 2006 and 2) our emphasis on controlling our
inventory levels by utilizing raw materials and components more efficiently.
Lower SG&A expenses contributed to better operating profit as our payroll
and freight costs were less in the six-month period ended June 30, 2007 compared
to the same period in 2006. SG&A expenses in the first half of 2006 included
legal costs of $45,000, classified in previous reports as a component of
interest expense; these legal costs were not incurred in 2007.
Income before income taxes declined by $34,000; interest income improved
by $79,000, partially offsetting the decline in operating profit. Net income was
$27,000 less than that in the first half of 2006.
Comparison of the Three-Month Periods ended June 30, 2007 and June 30, 2006:
Our revenue was $4.9 million for the three months ended June 30, 2007, a
decrease of 9.5% from the comparable period in 2006 principally due to
shortfalls in our two main segments: professional and retail. Revenue in our
professional segment, consisting principally of lower margin hard goods,
accounted for approximately 74.0% of our total revenue for the three-month
period ended June 30, 2007 and declined 8.8% from the comparable period in the
prior year. Revenue in the retail segment, principally comprised of chain stores
and mass merchandisers, accounted for approximately 18.0% of our total revenue
for this three-month period and was 15.4% less than revenue for the comparable
2006 period. Revenue for the remaining product segment was about the same as
that in 2006. It was not practicable to determine profit or loss by segment;
however, the Company is planning to present such information in our Annual
Report on Form 10-KSB for the year ending December 31, 2007.
14
Revenue by Segment
($ in thousands)
Three Months Three Months % Increase
2007 2006 (Decrease)
------------ ------------ -----------
Professional $3,589 $3,935 (8.8%)
Retail 863 1,020 (15.4%)
Manufacturing/Other 413 418 (1.2%)
------ ------
Total $4,865 $5,373 (9.5%)
Revenue in our largest category, professional hard goods, was below that
in the second quarter of 2006. We believe that several factors contributed to
this shortfall: 1) a decrease in the number of distributors resulting from
industry consolidation, 2) increased competitive pressures, 3) lower beauty
school enrollments and 4) general economic conditions.
Our operating profit in the second quarter of 2007 approximated that in
the second quarter of 2006 as lower SG&A expenses and higher gross margins
helped to offset the effect of the revenue decline. We incurred lower payroll,
professional fees and freight costs during this period compared to the second
quarter last year. SG&A expenses in the second quarter of 2006 included legal
costs, classified in previous reports as a component of interest expense; these
legal costs were $52,000 less in the second quarter of 2007 than in the
comparable period in 2006.
Income before income taxes for the three-month period ended June 30, 2007
increased $33,000 primarily due to higher interest income. Net income for the
period improved by 10.8%, or $12,000, from the comparable period in 2006.
LIQUIDITY & CAPITAL RESOURCES
We had $7.5 million cash and cash equivalents at June 30, 2007, up from
$7.1 million at December 31, 2006. Additionally, we had cash of $1.7 million
pledged as security for a bank loan of a like amount. Other than this bank loan,
which has been fully funded by restricted cash, we have no long-term debt.
During the six-month period ended June 30, 2007, we generated cash flows
from operations sufficient to fund our operating, capital and dividend
requirements. Most of our revenue and cash flow comes from our Professional
market segment. This segment markets non-manufactured barber and beauty supplies
to distributors, barbershops, beauty schools and salons. We do not anticipate
the need for additional long-term debt or capital contributions at this time. We
do not have any off-balance sheet financing or similar arrangements.
15
We declared our second dividend of 2007 on July 10 in the amount of $.02
per share of common stock, and it was paid on July 31, 2007. We have paid
dividends every year since mid-1995.
NEW FINANCIAL ACCOUNTING STANDARDS
See Note 1 to the Unaudited Condensed Consolidated Financial Statements
included in Part I, Item 1 for a discussion of new financial accounting
standards.
DISCUSSION OF CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires us 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 would differ significantly from those
estimates if different assumptions were used or unexpected events transpire.
Please see Item 7 in our Annual Report on Form 10-K for the year ended December
31, 2006 filed with the Securities and Exchange Commission.
16
ITEM 3. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES: As of the end of the
period covered by this quarterly report, we, including our principal executive
and financial officers, performed an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that a material weakness existed in our internal controls over financial
reporting and, consequently, that our disclosure controls and procedures were
not effective in timely alerting them as to material information relating to our
Company and our subsidiaries that is required to be included in this quarterly
report.
The material weakness in our internal controls over financial reporting as
of June 30, 2007 related to the fact that as a small public company, we,
currently, have an insufficient number of personnel with clearly delineated and
fully documented responsibilities and with the appropriate level of accounting
expertise. We also have insufficient documented procedures to identify and
prepare a conclusion on matters involving material accounting issues and to
independently review conclusions as to the application of generally accepted
accounting principles. The lack of a sufficient number of accounting personnel
is not considered appropriate for an internal control structure designed for
external reporting purposes.
The principal factors management considered in determining whether a
material weakness existed in this regard was based upon management's evaluation
discussed above and advice from our independent registered public accounting
firm. As a result, management has determined that a material weakness in the
effectiveness of the Company's internal controls over financial reporting
existed as of June 30, 2007.
During the second quarter of 2007 we retained a financial consultant who
acted as our controller and also analyzed procedures and evaluated internal
controls and reported his findings and recommendations for change to the Audit
Committee of the Board. To the extent practicable we will implement these
recommended changes by the end of 2007. The consultant remains with us as our
chief financial officer.
(b) CHANGES IN INTERNAL CONTROLS: No change in the Company's internal
control over financial reporting occurred during the second quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. However, the Audit Committee and we recognize
that current staffing levels will have to be enhanced and/or arrangements will
have to be made with other accounting firms to act in a consulting capacity in
an effort to satisfy our reporting obligations and over-all standards of
disclosure controls and procedures.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
There has been no significant change in the status of litigation since the
issuance of the Annual Report on Form 10-K for the year ended December 31, 2006.
ITEM 6. Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE STEPHAN CO.
/s/ Frank F. Ferola
-------------------------------------
Frank F. Ferola
President and Chief Executive Officer
January 10, 2008
/s/ Robert C. Spindler
------------------------------------
Robert C. Spindler
Principal Financial and
Accounting Officer
January 10, 2008
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