<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 May 31, 1996
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: (954) 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
July 9, 1996: 5,231,109
<PAGE>
BCT INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS - May 31, 1996
and February 29, 1996............................................ 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -
for the three months ended May 31, 1996 and May 31, 1995......... 3
COMPUTATION OF EARNINGS (LOSS) PER SHARE - for the three months
ended May 31, 1996 and May 31, 1995.............................. 4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY - for the three months ended May 31, 1996... 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -
for the three months ended May 31, 1996 and May 31, 1995......... 6
Notes to Condensed Consolidated Financial Statements............. 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 8
PART II. OTHER INFORMATION AND SIGNATURES
Signatures....................................................... 9
</TABLE>
<PAGE>
PART I. FINANCIAL STATEMENTS
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
ASSETS May 31, 1996 February 29, 1996
- ------ ------------ -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalent $ 742 $ 923
Short-term investments --- 50
Accounts and notes receivable, net of allowance for
doubtful accounts of $570 ($408 in fiscal 1996) 2,224 2,023
Receivables from employees 9 5
Inventory, net of reserve of $105 ($105 in fiscal 1996) 2,432 2,201
Assets held for sale, net 93 281
Prepaid expenses and other current assets 144 58
Net deferred tax asset 290 211
-------- --------
Total current assets 5,934 5,752
Accounts and notes receivable, net of allowance
for doubtful accounts of $505 ($505 in fiscal 1996) 1,455 1,597
Property and equipment at cost, net of accumulated depreciation
and amortization of $551 ($500 in fiscal 1996) 1,077 1,014
Net deferred tax asset 1,558 1,604
Deposits and other assets 94 118
Trademark, net of accumulated amortization of $30 ($29 in 1996) 164 165
Intangible assets, net of accumulated amortization of $330
($283 in 1996) 473 488
-------- --------
$ 10,755 $ 10,738
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 801 $ 687
Notes payable 55 64
Accrued liabilities 230 181
Deferred revenue 147 187
-------- --------
Total current liabilities 1,233 1,119
Notes payable --- 5
-------- --------
Total liabilities 1,233 1,124
-------- --------
Minority stockholder interest (22) (20)
-------- --------
Preferred stock, Series A, 12% cumulative, $1 par value,
mandatorily redeemable, 810 shares authorized, 260 shares
issued and outstanding 260 260
-------- --------
Stockholders' equity:
Common stock, $.04 par value, 25,000 authorized, 5,232 shares
issued and outstanding (5,164 shares in fiscal 1996) 208 207
Paid in capital 11,722 11,659
Accumulated deficit (2,087) (1,991)
-------- --------
9,843 9,875
Less: Treasury Stock, at cost, 251 shares (226 shares in 1996) (559) (501)
-------- --------
Total Stockholders' Equity 9,284 9,374
-------- --------
$ 10,755 $ 10,738
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
May 31
1996 1995
------- ------
<S> <C> <C>
Gross revenues $ 4,734 $3,957
Cost of sales 2,406 2,064
------- ------
2,328 1,893
Selling and administrative expense 2,449 1,483
------- ------
Income (loss) before income taxes ( 121) 410
Income tax (benefit) expense ( 30) 106
------- ------
Net (loss) income $( 91) $ 304
======= ======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
BCT INTERNATIONAL, INC.
COMPUTATION OF EARNINGS (LOSS) PER SHARE
(UNAUDITED)
(000's omitted, except for per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
May 31
1996 1995
------ ------
<S> <C> <C>
Primary:
Average number of shares outstanding 4,963 4,569
Common stock equivalents --- 935
------ ------
Totals 4,963 5,504
====== ======
Fully diluted:
Average number of shares outstanding 4,963 4,569
Common stock equivalents
and dilutive securities --- 1,482
------ ------
Totals 4,963 6,051
====== ======
Earnings (loss) per common share:
- --------------------------------
Net (Loss) Income:
Primary $ (.02) $ .07
Fully diluted (.02) $ .07
====== ======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MAY 31, 1996
(UNAUDITED)
000's omitted
-------------
<TABLE>
<CAPTION>
Common Stock
---------------- Less:
Number of Par Paid In Accumulated Treasury
Shares Value Capital Deficit Stock Total
--------- ----- ------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance February 29, 1996 5,164 $207 $11,659 $(1,991) $ (501) $9,374
Exercise of options 68 1 58 --- --- 59
Issuance of warrants --- --- 9 --- --- 9
Purchase of common stock
held by employee --- --- --- --- (58) (58)
Registration costs --- --- (4) --- --- (4)
Net loss --- --- --- (91) --- (91)
Dividend declared on convertible
preferred stock --- --- --- (5) --- (5)
--------- ----- ------- ----------- --------- ------
Balance May 31, 1996 5,232 $208 $11,722 $(2,087) $ (559) $9,284
========= ===== ======= =========== ========= ======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
Three months ended
May 31
1996 1995
----------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (91) $ 304
----------- -------------
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Income tax benefit (43) (82)
Income tax expense 13 175
Depreciation and amortization 115 53
Cost assigned to warrants issued 9 9
Provision for doubtful accounts 164 ---
(Increase) in accounts and notes receivable (63) (342)
(Increase) in inventory (231) (99)
(Increase) in assets held for sale (21) (10)
(Increase) in prepaid expenses and other assets (86) (110)
Decrease in deposits and other assets 24 7
Decrease (increase) in accounts payable and
accrued liabilities 123 (37)
----------- -------------
Total adjustments 4 (436)
----------- -------------
Net cash (used) by operating activities (87) (132)
----------- -------------
Cash flows from investing activities:
Maturity of short-term investments 50 1,071
Capital expenditures (115) (226)
----------- -------------
Net cash provided (used) by investing activities (65) 845
----------- -------------
Cash flows from financing activities:
Dividend payments on preferred stock (8) (24)
Principal payments on notes payable (23) (140)
Redemption of treasury stock (58) ---
Exercise of options for common stock 60 ---
----------- -------------
Net cash (used) by financing activities (29) (164)
----------- -------------
Net (decrease) increase in cash and cash equivalents (181) 549
----------- -------------
Cash and cash equivalents at beginning of period 923 1,299
----------- -------------
Cash and cash equivalents at end of period $ 742 $1,848
=========== =============
Supplemental Disclosures:
- ------------------------
Interest paid $ 11 $ 4
=========== =============
Income taxes paid $ 28 $ 39
=========== =============
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
BCT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(000's omitted)
May 31, 1996
------------
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 May
31, 1996.
2. The results for the three month periods ended May 31, 1996 and 1995, 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 common stock
outstanding and common stock equivalents, which consist of stock options
and stock warrants. On a fully-diluted basis, net earnings, weighted
average shares outstanding and common stock equivalents are adjusted to
assume the conversion of preferred stock from the date of issue. For the
three month period ended May 31, 1996, primary and fully-diluted earnings
per common share do not include common stock equivalents because they are
anti-dilutive.
4. The Company utilizes an asset and liability approach in accounting for
income taxes 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, consideration is given to all expected
future events other than enactments of changes in the tax law or rates.
The valuation allowance of $776 at February 29, 1996, which represents 30%
of the gross deferred tax assets on that date, was $789, or 30% on May 31,
1996. This increase of the valuation allowance increased income tax expense
by $13. The tax provision for the three months ended May 31, 1996, includes
a current and deferred tax benefit of $4 and $39, respectively..
5. The Company has entered into an agreement for the sale of the Marietta,
Georgia, Company Plant which is currently held by BCT Enterprises of
Georgia, Inc. Under the terms of the definitive agreement signed on July
8, 1996, the buyers will assume responsibility for the operation of the
Plant beginning in late August 1996. The net loss of the Company for the
three month period ended May 31, 1996 includes approximately $113 in losses
incurred at the Marietta, Georgia, Company Plant.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Results of Operations
- ---------------------
Total revenues increased $777,000, or 20%, for the first quarter ended May 31,
1996, as compared to the corresponding period in the prior fiscal year. The
increase in revenue is attributable primarily to increases in (i) royalty
revenue ($97,000, or 8%); (ii) paper sales ($392,000 or 19%); and (iii) Company
Plant revenues ($407,000 or 125%), which are partially offset by a decrease in
franchise sales ($109,000 or 100%).
Cost of goods sold as a percentage of revenues was 51% for the first quarter
ended May 31, 1996, as compared to 52% for the corresponding period in fiscal
1996. Although the percentage generally remains stable, it does fluctuate due
to periodic changes in the revenue mix.
Selling and administrative expenses represented 52% of gross revenues for the
first quarter ended May 31, 1996, and 37% for the corresponding period in
fiscal 1996. The primary causes of the increase in selling and administrative
expenses as a percentage of revenues were (i) the increased operating expenses
associated with the Company Plants (a $463,000 or 155% increase over the prior
year's level); (ii) increased provision for doubtful accounts (a $109,000 or
183% increase over the prior year); and (iii) professional fees (a $44,000 or
54% increase over the prior year).
The increased revenues and expenses from Company Plants resulted from the
Company's 100% involvement in the operation of 4 Company Plants and a 70%
involvement in a fifth Company Plant during the first quarter of fiscal 1997
while only two Company Plants were operated by the Company during the first
quarter of fiscal 1996. The Company Plants yielded losses of $232,000 for the
first quarter ended May 31, 1996 versus $78,000 during the first quarter of
fiscal 1996. First quarter losses generated by the Riverside, California;
Newbury Park, California; and Marietta, Georgia, Company Plants, which are
Company Plants classified as held for sale, amounted to $196,000. The Marietta,
Georgia, Company Plant is currently under agreement to be sold effective late
August 1996. The Company is actively marketing the Riverside, California and
Newbury Park, California, Company Plants.
The Company incurred a net loss of $91,000 for the three months ended May 31,
1996, as compared to a net income of $304,000 for the corresponding period in
fiscal 1996. The fiscal 1997 first quarter net loss reflects an operating loss
of $121,000 and a $30,000 income tax benefit.
Liquidity and Capital Resources
- -------------------------------
In December 1994, the Company, through the forced exercise of its Series B
preferred stock warrants, received a net capital infusion of $1,938,000. Through
May 31, 1996, $1,038,000 of these proceeds have been utilized in efforts to
increase revenues. The remainder of the proceeds are being invested in cash
equivalents.
During the first quarter of fiscal 1997, the Company utilized working capital as
well as investment income to make debt payments totaling $23,000.
During the quarter ended May 31, 1996, the Company made capital expenditures of
approximately $115,000, most of which were dedicated to office equipment,
computer software, hardware and furniture and fixtures.
The Company plans to improve its working capital and cash positions during
fiscal 1997 by focusing its efforts on (i) reducing losses generated by the
Company Plants through the sale of certain Plants and improved management of
others, (ii); increasing cash collections; and (iii) developing new product
lines while containing capital expenditures and keeping inventories at their
current levels.
The Company believes that current reserves and 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.
8
<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: July 12, 1996 William Wilkerson
-------------------- ----------------------------------
William Wilkerson
Chairman & Chief Executive Officer
Date: July 12, 1996 Michael R. Hull
------------------- --------------------------------
Michael R. Hull
Vice President & Chief Financial Officer
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> MAY-31-1996
<CASH> 742
<SECURITIES> 0
<RECEIVABLES> 4,754
<ALLOWANCES> 1,075
<INVENTORY> 2,432
<CURRENT-ASSETS> 5,934
<PP&E> 1,628
<DEPRECIATION> 551
<TOTAL-ASSETS> 10,755
<CURRENT-LIABILITIES> 1,233
<BONDS> 0
260
0
<COMMON> 208
<OTHER-SE> 9,635
<TOTAL-LIABILITY-AND-EQUITY> 10,755
<SALES> 2,451
<TOTAL-REVENUES> 4,734
<CGS> 2,094
<TOTAL-COSTS> 2,406
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 183
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> (121)
<INCOME-TAX> (30)
<INCOME-CONTINUING> (91)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (91)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
