<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended November 30, 1995
Commission File No. 0-10823
-------
BCT INTERNATIONAL, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 22-2358849
- -------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
3000 NE 30th Place, 5th Floor, Fort Lauderdale, FL 33306
- -------------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 563-1224
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
------- -----
Number of shares of common stock outstanding as of
January 9, 1996: 4,940,500
<PAGE>
BCT INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C> <C>
PART I. FINANCIAL INFORMATION
- ------- ---------------------
CONDENSED CONSOLIDATED BALANCE SHEETS -
November 30, 1995 and February 28, 1995. . . . . . . . 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -
for the nine months ended November 30, 1995 and
November 30, 1994 and the three months ended
November 30, 1995 and November 30, 1994. . . . . . . . 3
COMPUTATION OF EARNINGS PER SHARE -
for the nine months ended November 30, 1995 and
November 30, 1994 and the three months ended
November 30, 1995 and November 30, 1994. . . . . . . . 4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY - for the nine months ended
November 30, 1995 . . . . . . . . . . . . . . . . . . 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -
for the nine months ended November 30, 1995
and November 30, 1994. . . . . . . . . . . . . . . . . 6 - 7
Notes to Condensed Consolidated Financial Statements . 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 9 - 10
PART II. OTHER INFORMATION AND SIGNATURES
Signatures . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE>
PART I. FINANCIAL STATEMENTS
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
ASSETS November 30, 1995 February 28, 1995
- ------ ------------------ ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalent $ 890 $ 1,299
Short-term investments 690 1,071
Accounts and notes receivable, net of allowance for
doubtful accounts of $250 ($337 in fiscal 1995) and
deferred interest of $18 ($18 in fiscal 1995) 2,870 2,305
Receivables from employees 43 76
Inventory, net of reserve of $105 ($105 in fiscal 1995) 2,111 1,863
Assets held for sale, net 168 216
Prepaid expenses and other current assets 80 25
Net deferred tax asset 79 88
-------- --------
TOTAL 6,931 6,943
-------- --------
Accounts and notes receivable, net of allowance
for doubtful accounts of $591 ($551 in fiscal 1995) 621 259
Property and equipment, less allowance for depreciation
and amortization of $451 ($313 in fiscal 1995) 1,067 640
Net deferred tax asset 1,323 1,466
Deposits and other assets 85 131
-------- --------
3,096 2,496
-------- --------
Trademark, net of accumulated amortization 166 170
Intangible assets, net of accumulated amortization 296 409
-------- --------
$ 10,489 $ 10,018
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,156 $ 928
Notes payable 4 162
Accrued liabilities 236 287
Accrued payroll 23 24
-------- --------
TOTAL 1,419 1,401
Notes payable - non-current 48 48
-------- --------
1,467 1,449
-------- --------
Minority stockholder interest 3 ---
-------- --------
Preferred stock, Series A, 12% cumulative, $1 par value,
mandatorily redeemable, 810 shares authorized, 260 shares
issued and outstanding (810 shares in 1995) 260 810
-------- --------
260 810
-------- --------
Stockholders' equity:
Common stock, $.04 par value, 25,000 shares authorized,
5,164 shares issued and outstanding (4,785 shares in fiscal 1995) 207 191
Paid in capital 11,641 11,110
Accumulated deficit ( 2,588) ( 3,054)
-------- --------
9,260 8,247
Less: treasury stock, at cost, 231 shares (224 shares in fiscal 1995) ( 501) (488)
-------- --------
Total stockholders' equity 8,759 7,759
-------- --------
$ 10,489 $ 10,018
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 30 November 30
1995 1994 1995 1994
-------- -------- ------- ------
<S> <C> <C> <C> <C>
Gross revenues $12,502 $10,145 $4,002 $3,184
Cost of sales 6,491 5,367 2,071 1,649
------- ------- ------ ------
6,011 4,778 1,931 1,535
Selling and administrative expense 5,269 3,842 1,890 1,303
------- ------- ------ ------
Income before income taxes 742 936 41 232
Income tax expense 191 198 25 51
------- ------- ------ ------
Net income $ 551 $ 738 $ 16 $ 181
======= ======= ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
BCT INTERNATIONAL, INC.
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
(000's omitted, except for per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
November 3 November 30
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Primary:
Average number of
shares outstanding 4,652 3,034 4,817 3,261
Common stock equivalents 881 1,818 880 1,945
------ ------ ------ ------
Totals 5,533 4,852 5,697 5,206
====== ====== ====== ======
Fully diluted:
Average number of
shares outstanding 4,652 3,034 4,817 3,261
Common stock equivalents
and dilutive securities 1,344 4,386 1,359 4,717
------ ------ ------ ------
Totals 5,996 7,420 6,176 7,978
====== ====== ====== ======
Earnings per common
- -------------------
share:
- ------
Net Income:
Primary $ . 07 $ .13 $ .003 $ .03
Fully diluted $ .07 $ .06 $ .003 $ .01
====== ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED NOVEMBER 30, 1995
(UNAUDITED)
000's omitted
-------------
<TABLE>
<CAPTION>
Common Stock
------------------ Less:
Number of Par Paid In Accumulated Treasury
Shares Value Capital Deficit Stock
-------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance February 28, 1995 4,785 $191 $11,110 $( 3,054) $ ( 488) $ 7,759
Exercise of warrants 7 1 13 --- (13) 1
Issuance of warrants --- --- 28 --- --- 28
Conversion of 550 shares of Series A
Preferred Stock at a conversion
ratio of $1.48. 372 15 535 --- --- 550
Registration costs --- --- ( 45) --- --- ( 45)
Net income --- --- --- 551 --- 551
Dividend declared on convertible
preferred stock --- --- --- ( 85) --- ( 85)
----- ----- ------- -------- ------- ------
Balance November 30, 1995 5,164 $207 $11,641 $( 2,588) $ (501) $8,759
===== ===== ======= ======== ======= ======
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
Nine months ended
November 30
1995 1994
--------------------------
<S> <C> <C>
Cash flows from operating
activities:
Net income $ 551 $ 738
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Income tax benefit ( 151) ( 226)
Income tax expense 342 376
Depreciation and amortization 245 215
Cost assigned to warrants issued 28 27
Accretion of commission paid on Series B convertible
preferred stock --- 78
(Increase) in accounts and notes receivable ( 894) ( 302)
(Increase) in inventory ( 248) ( 137)
(Increase) in assets held for sale ( 209) ---
(Increase) in prepaid expenses and other assets ( 55) ( 74)
(Increase) in intangible assets --- ( 2)
(Increase) in deposits and other assets ( 45) ( 10)
Decrease (increase) in accounts payable
and accrued liabilities 661 ( 396)
--------- ----------
Total adjustments ( 326) ( 451)
--------- ----------
Net cash provided by operating activities 225 287
--------- ----------
Cash flows from investing
activities:
Decrease in short-term investment 381 ---
Capital expenditures ( 467) ( 108)
Acquisition of franchisee plant ( 276) ( ---)
--------- ----------
Net cash (used) by investing activities ( 362) ( 108)
Cash flows from financing
activities:
Issuance of preferred stock --- 1,300
Dividend payments on preferred stock ( 62) ( 203)
Restricted cash --- 738
Issuance of common stock --- 1,412
Expenses associated with registration of securities ( 50) ---
Repayment of subordinated debentures --- ( 1,180)
Principal payments on notes payable ( 160) ( 76)
--------- ----------
Net cash (used) provided by financing activities ( 272) 1,991
--------- ----------
Net (decrease) increase in cash and cash
equivalents ( 409) 2,170
Cash and cash equivalents at beginning of period 1,299 80
--------- ----------
Cash and cash equivalents at November 30 $ 890 $ 2,250
========= =========
Interest paid $ 7 $ 36
========= =========
Income taxes paid $ 55 $ 47
========= =========
</TABLE>
Non-cash activities
- -------------------
During the third quarter ended November 30, 1995, $550 of convertible Series A
preferred stock was converted into 372 shares of common stock, respectively.
See notes to condensed consolidated financial statements.
7
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000's ommitted)
(Continued)
During the three quarters ended November 30, 1995, the Company repossessed three
existing franchisee plants and acquired $228 in tangible assets in exchange for
funds owed the Company.
During the first quarter ended May 31, 1994, $252 and $150 of subordinated
convertible debentures were converted into 84 and 66 shares of common stock,
respectively.
During the first quarter ended May 31, 1994, a note receivable due from an
employee in the amount of $17 was satisfied through the return of 5 shares of
common stock of the Company that collateralized this note receivable.
On November 1, 1994, 2,225 shares of Series B convertible preferred stock were
converted into 989 shares of common stock.
See notes to condensed consolidated financial statements.
8
<PAGE>
BCT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(000's Omitted)
November 30, 1995
-----------------
1. In the opinion of management, the foregoing unaudited condensed consolidated
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of the Company as of November 30,
1995.
2. The results for the three and nine month periods ended November 30, 1995 and
1994, are not necessarily indicative of results that may be expected for the
fiscal year.
3. Primary earnings per common share are calculated by dividing net earnings
applicable to common stock by the weighted average number of shares of
common stock outstanding and common stock equivalents which consist of stock
options and stock warrants. On a fully-diluted basis, both net earnings,
weighted average shares outstanding and common stock equivalents are
adjusted to assume the conversion of convertible subordinated debentures and
preferred stock from the date of issue.
4. In February 1993, the Company prospectively adopted Statement of Financial
Accounting Standards No. 109 (FAS 109), Accounting for Income Taxes. FAS 109
---------------------------
is an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company's financial statements or
tax returns. In estimating future tax consequences, FAS 109 generally
considers all expected future events other than enactments of changes in the
tax law or rates.
The valuation allowance of $1,554 at February 28, 1995, which represents 50%
of the gross deferred tax assets on that date, was $1,402, or 50% on
November 30, 1995. The reduction of the valuation allowance reduced income
tax expense by $151. The tax provision for the nine and three months ended
November 30, 1995, includes a current and deferred tax expense of $40 and
$302, and $17 and $16, respectively.
5. On November 1, 1995, the Company entered into an agreement with a franchise
plant whereby the Company acquired a 70% ownership interest in the franchise
plant. The original owner of the franchise plant is maintaining a 30%
minority interest. In exchange for the 70% interest, the Company contributed
$276 in assets.
6. As part of the Company's ongoing focus to improve the financial performance
of its systemwide franchise network, a repossession program for troubled
franchise plants has been established. Subsequent to repossession of a
franchise plant, the Company operates the plant as a Company store while
actively marketing the territories to potential new franchisees. The
acquired assets and liabilities upon repossession are recorded at their
estimated fair value and are reflected as assets held for sale net of
liabilities. Through the nine months ended November 30, 1995, the Company
repossessed three franchise plants.
9
<PAGE>
MANAGEMENTS' DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
November 30, 1995
-----------------
Results of Operations
- ---------------------
Total revenues increased $818,000, or 26%, for the three months ended November
30, 1995, as compared to the corresponding period in the prior fiscal year. The
increase in revenue is attributable primarily to increases in (i) sales of paper
products ($267,000, or 15%), (ii) print shop sales ($89,000, or 71%), (iii)
royalty revenue ($44,000, or 4%) and (iv) Company stores revenue ($335,000, or
210%).
Total revenues increased $2,357,000, or 23%, for the nine months ended November
30, 1995, as compared to the corresponding period in the prior fiscal year. The
increase in revenue is attributable primarily to increases in (i) sales of paper
products ($780,000, or 14%), (ii) royalty revenue ($154,000, or 5%), (iii) print
shop sales ($237,000, or 64%), (iv) franchise sales ($412,000, or 88%) and (v)
Company stores revenue ($614,000, or 104%). The revenue growth reflects the use
of the new business card catalog by 95% of the franchisees and the sales of two
franchises, a facility (an adjacent territory added to an existing franchise), a
territory and a Company store.
Cost of goods sold as a percentage of revenues was 52% and 52%, respectively,
for the nine and three months ended November 30, 1995, as compared to 53% and
52%, respectively, for the corresponding periods in fiscal 1995. Although the
percentage generally remains stable, it does fluctuate due to periodic changes
in the revenue mix.
Selling and administrative expenses represented 42% and 47% of gross revenues
for the nine and three months ended November 30, 1995, respectively, and 38% and
41% for the corresponding periods in fiscal 1995. Selling and administrative
expenses in the current fiscal year increased on an aggregate basis and as a
percentage of revenues due primarily to the increased expenses associated with
the Company Plants' operations (a $565,000, or 100% increase during the first
nine months of fiscal 1996 over the same period in fiscal 1995).
The increased revenues and expenses from Company Plants were due to the
operation of five Company Plants during the first nine months of fiscal 1996
while only one Company Plant was operational during the first nine months of
fiscal 1995. The fifth Company Plant was sold June 30, 1995. The Company
Plants yielded operating losses of $623,000 for the first nine months of fiscal
1996 versus $187,000 during the comparable period in fiscal 1995. The majority
of the Company Plants' losses have been generated by the Delray Beach, Florida,
Plant.
The Company earned net income of $551,000 and $16,000 for the nine and three
months ended November 30, 1995, respectively, as compared to net income of
$738,000 and $181,000 for the corresponding periods in fiscal 1995. The fiscal
1996 net income for the first nine months reflects operating income of $742,000
and a $191,000 income tax expense. Operating income for the first nine months
of fiscal 1995 was $936,000.
Liquidity and Capital Resources
- -------------------------------
In December 1994, as a result of the exercise of most of the Series B preferred
stock warrants following the Company's call of those warrants, the Company
received a net capital infusion of $1,938,000. Through November 30, 1995,
$568,000 of these proceeds have been utilized in efforts to increase revenues.
The remainder of the proceeds have been placed in short-term investments.
During the first quarter of fiscal 1996, the Company utilized working capital as
well as investment income to make debt payments totalling $160,000.
During the nine months ended November 30, 1995, the Company made capital
expenditures of approximately $467,000, most of which were dedicated to office
equipment, computer software and equipment, furniture and fixtures, and other
machinery and equipment.
The Company anticipates that it will require an additional $50,000 to complete
the computer automation program for Pelican Paper Products (PPP) during fiscal
1996.
10
<PAGE>
Liquidity and Capital Resources (cont.)
- -------------------------------
The Company's Wedding Invitations and Social Stationery Catalog (the "Social
Catalog") continues to be performing at less than original plan; only 2,890
catalogs ($130,000) have been sold since inception. Because of the slow
implementation of this catalog by Company franchisees, during fiscal 1995 the
Company engaged a marketing consultant to perform comprehensive research on the
Social Catalog. To date, two of the three stages of research have been
completed. It is apparent from the research completed to date that the Social
Catalog program needs to be significantly modified. At February 28, 1995, a
$100,000 reserve against inventory was recorded for the Social Catalog. The net
investment in Social Catalog inventories at November 30, 1995 approximates
$57,000.
The Company's accounts and notes receivable increased $927,000, or 36%, from
February 28, 1995 to November 30, 1995. This increase is attributable to a
$400,000 financing of a franchise sale, PPP's increase of its market share
within the franchise network, yielding $274,000 in additional receivables, and
the growth in BCT system sales, yielding $253,000 in additional receivables.
The Company plans to continue to improve its working capital and cash positions
during fiscal 1996 by focusing its efforts on increasing cash collections and
developing new product lines while containing capital expenditures and keeping
inventories at their current levels.
The Company believes that internally generated funds will be sufficient to
satisfy the Company's working capital and capital expenditure requirements for
the foreseeable future; however, there can be no assurance that external
financing will not be needed or that, if needed, it will be available on
commercially reasonable terms.
11
<PAGE>
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.
BCT INTERNATIONAL, INC.
(Registrant)
Date: JANUARY 11, 1996 /s/ WILLIAM WILKERSON
--------------------------------- --------------------------------------
William Wilkerson
Chairman & C.E.O.
Date: JANUARY 11, 1996 /s/ DONNA M. PAGANO-LEO
--------------------------------- --------------------------------------
Donna M. Pagano-Leo
Vice President & C.F.O.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AT NOVEMBER 30, 1995 AND FEBRUARY 28, 1995 AND CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1995, AND
NOVEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAR-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 890
<SECURITIES> 0
<RECEIVABLES> 4,332
<ALLOWANCES> 841
<INVENTORY> 2,111
<CURRENT-ASSETS> 6,931
<PP&E> 1,518
<DEPRECIATION> 451
<TOTAL-ASSETS> 10,489
<CURRENT-LIABILITIES> 1,419
<BONDS> 52
<COMMON> 207
260
0
<OTHER-SE> 8,759
<TOTAL-LIABILITY-AND-EQUITY> 10,489
<SALES> 8,893
<TOTAL-REVENUES> 12,502
<CGS> 6,491
<TOTAL-COSTS> 11,489
<OTHER-EXPENSES> 461
<LOSS-PROVISION> 225
<INTEREST-EXPENSE> 9
<INCOME-PRETAX> 742
<INCOME-TAX> 191
<INCOME-CONTINUING> 551
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 551
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
