BIC CORP
10-Q, 1994-11-15
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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                                 UNITED STATES
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C. 20549
                                       
                                   FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 2, 1994.

                                      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:  1-6832

                                BIC CORPORATION
            (Exact name of registrant as specified in its charter)

Incorporated in State of New York       I.R.S. Employer Number:  06-0735597

Principal Executive Offices:  500 BIC Drive, Milford, Connecticut 06460

Telephone number, including area code:  (203) 783-2000

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 report(s), and (2) has been  subject  to
such filing requirements for the past 90 days.

                       Yes _____X_____     No __________

At  October 2, 1994, the close of the period covered by this report, registrant
had outstanding 23,559,244 common shares, $1.00 par value per share.

<PAGE>

                        PART 1.  FINANCIAL INFORMATION
                                       
                       BIC CORPORATION AND SUBSIDIARIES
                                       
             ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                       
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                  October 2,      January 2,
                                                     1994            1994
                                                  ----------      ---------
ASSETS                                                   (Thousands)
- - ------                                            
CURRENT ASSETS:                                                   
  Cash and cash equivalents                        $ 36,511        $ 24,094
  Accounts and notes receivable:                                  
    Trade - net of allowance for doubtful                         
      accounts of $5,781,000 at October 2 and                     
      $4,084,000 at January 2                        74,456          47,627
    Affiliates                                        3,830           3,020
    Other                                             4,058           1,372
  Inventories:                                                    
    Work in process, finished stock and                           
      packaging materials                            46,842          49,363
    Raw materials                                     7,332          10,063
  Other current assets                               27,867          30,446
                                                   --------        --------
    Total current assets                            200,896         165,985
                                                   --------        --------
                                                                  
PROPERTY, PLANT AND EQUIPMENT - at cost less                      
  accumulated depreciation of $150,010,000 at                     
  October 2 and $137,928,000 at January 2           137,825         140,317
OTHER ASSETS                                         29,999          29,914
                                                   --------        --------
    TOTAL                                          $368,720        $336,216
                                                   ========        ======== 


LIABILITIES AND SHAREHOLDERS' EQUITY                              
- - ------------------------------------
CURRENT LIABILITIES:                                              
  Short term borrowings                            $  8,123        $  6,731
  Accounts payable:                                               
    Trade                                            11,895          11,789
    Affiliates                                        3,786           9,390
  Accrued expenses                                   66,876          60,843
  Other current liabilities                           3,328               0
                                                   --------        --------
    Total current liabilities                        94,008          88,753
                                                   --------        --------
                                                                  
NON-CURRENT LIABILITIES                              23,824          20,775
                                                   --------        -------- 
SHAREHOLDERS' EQUITY:                                             
  Preferred shares ($1 par value; authorized -                    
    1,000,000; no shares issued or outstanding)           0               0
  Common shares ($1 par value; authorized -                       
    50,000,000; outstanding 23,559,244)              23,559          23,559
  Retained earnings                                 231,917         205,902
  Foreign currency translation adjustment            (4,588)         (2,773)
                                                   ---------       ---------
    Total shareholders' equity                      250,888         226,688
                                                   ---------       ---------
      TOTAL                                        $368,720        $336,216
                                                   =========       =========

      See Notes to Unaudited Condensed Consolidated Financial Statements.

                                    -2-

<PAGE>
                                    

                       BIC CORPORATION AND SUBSIDIARIES
  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
         FOR THE NINE MONTHS ENDED OCTOBER 2, 1994 AND OCTOBER 3, 1993


                                                      1994           1993
                                                      ----           ----
                                                (Thousands Except Share Data)
                                                                  
NET SALES                                            $369,336       $348,692
                                                                  
COST OF GOODS SOLD                                    186,844        189,164
                                                     ---------      ---------
                                                                  
GROSS PROFIT                                          182,492        159,528
                                                                  
ADVERTISING, SELLING, GENERAL AND ADMINISTRATIVE,                 
  MARKETING AND RESEARCH AND DEVELOPMENT EXPENSES     112,236        102,153
                                                     ---------      ---------

INCOME FROM OPERATIONS                                 70,256         57,375
                                                                  
OTHER INCOME (EXPENSE) - NET                           (1,352)         2,588
                                                     ---------      ---------

INCOME BEFORE INCOME TAXES AND CUMULATIVE                         
  EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES           68,904         59,963
                                                                  
PROVISION FOR INCOME TAXES                             28,130         24,131
                                                     ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGES                        
  IN ACCOUNTING PRINCIPLES                             40,774         35,832
                                                                  
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING                        
  PRINCIPLES FOR:                                                 
    POSTEMPLOYMENT BENEFITS, NET OF TAXES OF                      
      $410,000                                           (623)             0
    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS,                  
      NET OF TAXES OF $6,400,000                            0         (9,816)
                                                     ---------      ---------

NET INCOME                                             40,151         26,016
                                                                  
RETAINED EARNINGS - BEGINNING OF YEAR                 205,902        187,900
                                                                  
DIVIDENDS PAID (PER COMMON SHARE:  1994 - $0.60,                  
  1993 - $0.54)                                       (14,136)       (12,722)
                                                     ---------      ---------

RETAINED EARNINGS - END OF PERIOD                    $231,917       $201,194
                                                     =========      =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      23,559,244     23,559,244
                                                                  
EARNINGS (LOSS) PER COMMON SHARE:                                 
  INCOME BEFORE CUMULATIVE EFFECT OF CHANGES                      
    IN ACCOUNTING PRINCIPLES                           $ 1.73         $ 1.52
  CUMULATIVE EFFECT OF CHANGES IN                                 
    ACCOUNTING PRINCIPLES                               (0.02)         (0.42)
                                                     ---------      ---------

  NET INCOME                                           $ 1.71         $ 1.10
                                                     =========      =========

      See Notes to Unaudited Condensed Consolidated Financial Statements.
                                   
                                     -3-

<PAGE>

                       BIC CORPORATION AND SUBSIDIARIES
                                       
             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
       FOR THE FISCAL QUARTERS ENDED OCTOBER 2, 1994 AND OCTOBER 3, 1993


                                                      1994           1993
                                                      ----           ----
                                                (Thousands Except Share Data)
                                                                  
NET SALES                                            $127,720       $123,056
                                                                  
COST OF GOODS SOLD                                     63,425         66,057
                                                     --------       --------
                                                                  
GROSS PROFIT                                           64,295         56,999
                                                                  
ADVERTISING, SELLING, GENERAL AND ADMINISTRATIVE,                 
  MARKETING AND RESEARCH AND DEVELOPMENT EXPENSES      38,773         36,217
                                                     --------       --------

INCOME FROM OPERATIONS                                 25,522         20,782
                                                                  
OTHER INCOME (EXPENSE) - NET                             (104)         2,128
                                                     ---------      ---------

INCOME BEFORE INCOME TAXES                             25,418         22,910
                                                                  
PROVISION FOR INCOME TAXES                             10,624          9,682
                                                     ---------      ---------

NET INCOME (PER COMMON SHARE: 1994 - $0.63,                       
  1993 - $0.56)                                      $ 14,794       $ 13,228
                                                     =========      =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      23,559,244     23,559,244


























      See Notes to Unaudited Condensed Consolidated Financial Statements.

                                    -4-

<PAGE>

                       BIC CORPORATION AND SUBSIDIARIES
                                       
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED OCTOBER 2, 1994 AND OCTOBER 3, 1993

                                                     1994           1993
                                                     ----           ----
                                                         (Thousands)
                                                                 
NET CASH PROVIDED BY OPERATING ACTIVITIES*         $ 41,391       $ 33,679
                                                   --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:                            
  Purchases of property, plant and equipment        (16,271)       (30,351)
  Proceeds from sale of property, plant and                      
    equipment                                         1,020            464
  Deferred charges, deposits and other                 (163)        (1,339)
  Purchases of trademarks and patents                  (900)             0
                                                   ---------      ---------

  Net cash used in investing activities             (16,314)       (31,226)
                                                   ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:                            
  Net increase in short term borrowings               1,440          4,403
  Dividends paid                                    (14,136)       (12,722)
                                                   ---------      ---------

  Net cash used in financing activities             (12,696)        (8,319)
                                                   ---------      ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                  36           (282)
                                                   ---------      ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     12,417         (6,148)
                                                                 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR         24,094         25,234
                                                   ---------      ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $ 36,511       $ 19,086
                                                   =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW                            
  INFORMATION:                                                   
    Cash paid during the period for:                             
                                                                 
      Interest                                     $    818       $    551
                                                   =========      =========

      Income taxes                                 $ 23,108       $ 26,139
                                                   =========      =========

*The  1994 Change in Employers' Accounting for Postemployment Benefits and  the
 1993  Change in Employers' Accounting for Postretirement Benefits  Other  Than
 Pensions had no effect on cash and cash equivalents.










      See Notes to Unaudited Condensed Consolidated Financial Statements.

                                    -5-

<PAGE>

                       BIC CORPORATION AND SUBSIDIARIES
                                       
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited condensed consolidated  financial  statements
     have been prepared in accordance with the instructions to Form 10-Q and do
     not  include all of the information and disclosures required by  generally
     accepted accounting principles for complete financial statements.  In  the
     opinion  of  management, all adjustments (consisting of  normal  recurring
     accruals) considered necessary for a fair presentation have been included.
     Operating results for the nine-month period ended October 2, 1994 are  not
     necessarily indicative of the results that may be expected for the  fiscal
     year  ending  January  1,  1995.  Certain  items  in  the  1993  unaudited
     condensed  consolidated  financial statements have  been  reclassified  to
     conform to the 1994 presentation.

2.   New Accounting Standards
     ------------------------

     As  of  January  3, 1994, the Corporation adopted Statement  of  Financial
     Accounting  Standards  No.  112  (SFAS 112),  "Employers'  Accounting  for
     Postemployment  Benefits."  This new standard requires that  the  cost  of
     benefits  provided  to former or inactive employees be recognized  on  the
     accrual  basis  of  accounting.  Previously,  the  Corporation  recognized
     postemployment benefits on a cash basis or at the date the event gave rise
     to  the  payment of these benefits.  In accordance with the provisions  of
     the  Collective Bargaining Agreement between BIC Corporation and Local 134
     United  Rubber,  Cork,  Linoleum  and  Plastic  Workers  of  America,  the
     Corporation  provides severance benefits to its unionized employees.   The
     Corporation also provides medical and life insurance benefits to  salaried
     employees receiving long-term disability benefits.  The cumulative  effect
     of  this  change,  net  of deferred income tax benefit  of  $0.4  million,
     reduced  net  income by $0.6 million or $0.02 per share,  which  has  been
     reflected in the Corporation's condensed consolidated statement of  income
     for the nine months ended October 2, 1994.
     
     Also   effective   January   3,  1994,  the   Corporation   adopted   FASB
     Interpretation  No.  39,  "Offsetting  of  Amounts  Related   to   Certain
     Contracts."  This Interpretation defines the right of setoff and specifies
     what  conditions  must be met to have that right.  The Corporation  enters
     into   forward  exchange  contracts  denominated  in  foreign   currencies
     providing  protection from foreign currency fluctuations.  At  October  2,
     1994,  the  Corporation had outstanding $3.3 million of  forward  exchange
     contracts,  under  which the Corporation is required  to  purchase  French
     francs  at a contract rate of 6.01 French francs to the dollar during  the
     fourth  quarter  of 1994.  These contracts do not meet the conditions  for
     setoff  as  set  forth in FASB Interpretation No. 39 and  accordingly,  at
     October  2,  1994,  the Corporation has recorded a  current  asset  and  a
     current liability for the $3.3 million.
     

     
                                     -6-

<PAGE>

                       BIC CORPORATION AND SUBSIDIARIES
                                       
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   New Accounting Standards (Continued)
     ------------------------------------     

     Effective  January 4, 1993, the Corporation adopted Statement of Financial
     Accounting  Standards  No.  106  (SFAS 106),  "Employers'  Accounting  for
     Postretirement  Benefits  Other Than Pensions."   This  standard  requires
     accrual of the estimated cost of retiree health benefits during the  years
     an  employee provides services rather than the Corporation's past practice
     of  recognizing these costs on a cash basis.  SFAS 106 allows  recognition
     of  the cumulative effect of the liability in the year of adoption or  the
     amortization  of  the obligation over a period up to  twenty  years.   The
     Corporation  has  elected  to  recognize the  cumulative  effect  of  this
     obligation on the immediate recognition basis.  The cumulative effects  as
     of  January  4,  1993  of adopting SFAS 106 were an  increase  in  accrued
     postretirement  health care costs of $16.2 million and a decrease  in  net
     earnings of $9.8 million, or $0.42 per share, which have been reflected in
     the  Corporation's condensed consolidated statement of income for the nine
     months ended October 3, 1993.

     Also,  effective  January 4, 1993, the Corporation  adopted  Statement  of
     Financial Accounting Standards No. 109 (SFAS 109), "Accounting for  Income
     Taxes."   Under  SFAS 109, the deferred tax provision is determined  under
     the  liability  method.   Under  this  method,  deferred  tax  assets  and
     liabilities   are  recognized  based  on  differences  between   financial
     statement and tax bases of assets and liabilities using presently  enacted
     tax rates. There was no cumulative effect on prior years of this change in
     accounting  principle.   Prior year financial  statements  have  not  been
     restated.

3.   Short Term Borrowings
     ---------------------

     Short  term  borrowings  totaled $8.1 million at  October  2,  1994.   The
     weighted average interest rate on these borrowings is 5.0%.


                                     -7-

<PAGE>

                       BIC CORPORATION AND SUBSIDIARIES
                                       
               ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources
- - -------------------------------

The  changes in the financial condition of the Corporation between  January  2,
1994 and the end of the third fiscal quarter of 1994 reflect normal operations.
Accounts  and  notes receivable were higher at October 2, 1994 as  compared  to
January  2,  1994 due to higher sales levels.  The Corporation's current  ratio
was 2.14 at October 2, 1994 and 1.87 at January 2, 1994.

The  increase in other current liabilities reflects the Corporation's  adoption
of  FASB  Interpretation  No.  39, "Offsetting of Amounts  Related  to  Certain
Contracts."  Refer to Note 2, New Accounting Standards, for further discussion.

Accounts  payable - affiliates were $3.8 million at October 2, 1994 as compared
to  $9.4  million at January 2, 1994.  The decrease was primarily  due  to  the
timing of inventory purchases.

Accrued  expenses  were $66.9 million at October 2, 1994 as compared  to  $60.8
million at January 2, 1994.  The increase was due to the timing of payments for
advertising  campaigns  and marketing promotions, and an  increase  in  payroll
liability attributable to the timing of payments for bonuses.

Purchases  of  property, plant and equipment were $16.3 million  for  the  nine
months ended October 2, 1994 as compared with $30.4 million for the same period
last year.  The difference was largely due to the 1993 spending for the
expansions of the Duncan, South Carolina facility, Clearwater, Florida facility
and Cuautitlan, Mexico facility; building improvements for the Gaffney, South
Carolina facility and purchases of machinery and equipment for capacity
increases in stationery products.

Income taxes paid for the nine-month period ended October 2, 1994 were $23.1
million as compared with $26.1 million for the same period last year.  The
decrease was due to the timing of income tax payments by the Corporation's
Canadian subsidiary.

Results of Operations
- - ---------------------

Net sales for the fiscal quarter ended October 2, 1994 were $127.7 million, an
increase of 4% from $123.1 million for the same period in 1993.  Gross profit
was $64.3 million in 1994 as compared with $57.0 million in 1993.  Gross profit
as a percentage of net sales was 50% in 1994 as compared to 46% for the same
period last year.  Net income was $14.8 million, or $0.63 per share, compared
with $13.2 million, or $0.56 per share, for the same period last year.

Net sales for the nine months ended October 2, 1994 were $369.3 million
compared with $348.7 million in 1993, for an increase of 6%.  Gross profit was
$182.5 million in 1994 as compared with $159.5 million in 1993.  Gross profit
as a percentage of net sales was 49% compared to 46% in 1993.  Income before
cumulative effect of changes in accounting principles was $40.8 million, or 
$1.73 per share, compared with $35.8 million, or $1.52 per share for the same
period last year.

                                  -8-

<PAGE>

                    BIC CORPORATION AND SUBSIDIARIES

             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (Continued)
- - ---------------------------------

The improvement in net sales for the fiscal quarter ended October 2, 1994
reflects improvements in the United States core operations (stationery
products, lighters and shavers).  The increase in stationery products was
attributable to higher average selling prices partially offset by a slight
decline in the number of units sold.  This decline was due to several customers
taking delivery of back-to-school merchandise in the second quarter of 1994 as
compared with last year's third quarter.  The improvement in lighters primarily
reflects an increase in units sold.  The shaver improvement was primarily the
result of an increase in the number of BIC twin blade shavers sold, and higher
average selling prices.  The Corporation's foreign operations showed slight
increases in net sales.

The higher gross profit percentage for the third fiscal quarter of 1994, as
compared to the same period last year, reflects the higher average selling
prices discussed above also and lower unit costs for stationery products and 
shavers in the United States.  These lower unit costs were primarily due to a 
favorable mix of products sold, manufacturing efficiencies and favorable
foreign exchange rates associated with imports.  The Corporation's Mexican
operations also contributed to the increase in gross profit.

The change in other income (expense) for the third quarter of 1994 as compared
to the same period last year was primarily due to a reduction in the provision
related to the sailboard litigation in 1993.

The $14.1 million increase in net income for the nine-month period ended
October 2, 1994 as compared to the same period last year was primarily
attributable to the adoption of SFAS 106 in 1993 and to the improvements in
gross profit margins in 1994.

                                 -9-
<PAGE>

                      PART II.  OTHER INFORMATION

                   BIC CORPORATION AND SUBSIDIARIES

Item 1.   Legal Proceedings - None.

Item 2.   Change in Securities - None.

Item 3.   Defaults upon Senior Securities - Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders - None.

Item 5.   Other Information - None.

Item 6.   Exhibits and Reports on Form 8-K

          a)   Exhibits - None Required.

          b)   Reports on Form 8-K - None.

                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                              BIC CORPORATION
                              ----------------------------------------------
                               (Registrant)



Date:  November 15, 1994       Robert L. Macdonald
                              ----------------------------------------------
                                (Signature)
                              Robert L. Macdonald, Vice President - Finance
                              (Principal Accounting Officer)

                                -10-

<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-01-1995
<PERIOD-END>                               OCT-02-1994
<CASH>                                          36,511
<SECURITIES>                                         0
<RECEIVABLES>                                   82,344
<ALLOWANCES>                                     5,781
<INVENTORY>                                     54,174
<CURRENT-ASSETS>                               200,896
<PP&E>                                         137,825
<DEPRECIATION>                                 150,010
<TOTAL-ASSETS>                                 368,720
<CURRENT-LIABILITIES>                           94,008
<BONDS>                                              0
<COMMON>                                        23,559
                                0
                                          0
<OTHER-SE>                                     227,329
<TOTAL-LIABILITY-AND-EQUITY>                   368,720
<SALES>                                        369,336
<TOTAL-REVENUES>                               369,336
<CGS>                                          186,844
<TOTAL-COSTS>                                  186,844
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,729
<INTEREST-EXPENSE>                                 264
<INCOME-PRETAX>                                 68,904
<INCOME-TAX>                                    28,130
<INCOME-CONTINUING>                             40,774
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                        (623)
<NET-INCOME>                                    40,151
<EPS-PRIMARY>                                     1.71
<EPS-DILUTED>                                     1.71
        

</TABLE>


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