<PAGE>
UNITED STATES
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, 1997
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
December 19, 1997: 5,463,277
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BCT INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C> <C>
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS -
November 30, 1997 and February 28, 1997.......................................2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS -
for the three months ended November 30, 1997 and November 30, 1996 and
the nine months ended November 30, 1997 and November 30, 1996.................3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY - for the nine months ended
November 30, 1997.............................................................4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-
for the nine months ended November 30, 1997 and November 30, 1996.............5
Notes to Condensed Consolidated Financial Statements........................6-7
Management's Discussion and Analysis of Financial Condition and
Results of Operations.........................................................8
PART II. OTHER INFORMATION AND SIGNATURES
Signatures....................................................................9
</TABLE>
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PART I. FINANCIAL STATEMENTS
BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
ASSETS November 30, 1997 February 28, 1997
- ------ ----------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalent $ 881 $ 314
Accounts and notes receivable, net of allowance for
doubtful accounts of $387 ($379 in fiscal 1997) 2,572 1,641
Inventory, net of reserve of $127 ($89 in fiscal 1997) 2,001 2,468
Assets held for sale, net 501 457
Prepaid expenses and other current assets 73 66
Net deferred tax asset 312 312
---------- ----------
Total current assets 6,340 5,258
Accounts and notes receivable, net of allowance
for doubtful accounts of $835 ($769 in fiscal 1997) 4,138 3,209
Property and equipment, less allowance for depreciation
and amortization of $838 ($675 in fiscal 1997) 694 762
Net deferred tax asset 838 1,569
Deposits and other assets 89 94
Trademark, net of accumulated amortization of $90 ($81 in 1997) 104 113
Intangible assets, net of accumulated amortization of $104
($93 in 1997) 213 224
---------- ----------
$ 12,416 $ 11,229
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 490 $ 1,032
Notes payable 105 49
Accrued liabilities 385 291
Deferred revenue 283 272
---------- ----------
Total current liabilities 1,263 1,644
Notes payable 563 215
---------- ----------
Total liabilities 1,826 1,859
---------- ----------
Preferred stock, Series A, 12% cumulative, $1 par value,
mandatorily redeemable, 810 shares authorized, 60 shares
issued and outstanding 60 60
---------- ----------
Stockholders' equity:
Common stock, $.04 par value, 25,000 shares authorized,
5,464 shares issued and outstanding (5,410 shares
in fiscal 1997) 218 216
Paid in capital 12,119 12,056
Accumulated deficit ( 1,248) ( 2,403)
---------- ----------
11,089 9,869
Less: Treasury Stock, at cost, 251 shares
(251 shares in fiscal 1997) ( 559) ( 559)
---------- ----------
Total stockholders' equity 10,530 9,310
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$ 12,416 $ 11,229
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
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BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(000's omitted, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
November 30, November 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross revenues $ 4,711 $ 4,482 $ 14,236 $ 13,628
Cost of sales 2,612 2,372 7,814 7,182
--------- --------- ------- --------
2,099 2,110 6,422 6,446
Selling and administrative expense 1,428 1,989 4,518 7,003
--------- --------- ------- --------
Income (loss) before income taxes 671 121 1,904 ( 557)
Income tax expense (benefit) 262 12 743 ( 126)
---------- ---------- ------- --------
Net income (loss) $ 409 $ 109 $ 1,161 $ ( 431)
========= ========= ======= =========
Net income (loss)
per common share $ .07 $ .02 $ .19 $ ( .07)
========= ========= ======= =========
</TABLE>
See notes to condensed consolidated financial statements.
3
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BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED NOVEMBER 30, 1997
(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 28, 1997 5,410 $ 216 $ 12,056 $ ( 2,403) $( 559) $ 9,310
Exercise of options 54 2 63 --- --- 65
Net income --- --- --- 1,161 --- 1,161
Dividend declared on convertible
preferred stock --- --- --- ( 6) --- ( 6)
------ ------ ------ -------- -------- -------
Balance November 30, 1997 5,464 $ 218 $ 12,119 $ ( 1,248) $( 559) $ 10,530
====== ====== ======= ========= ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
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BCT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
Nine months ended
November 30
1997 1996
---------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,161 $ ( 431)
---------- -----------
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Income tax benefit --- ( 143)
Income tax expense 743 17
Depreciation and amortization 163 302
Cost assigned to warrants issued --- 28
Provision for doubtful accounts 70 491
Changes in assets and liabilities, net of effect of
acquisitions and dispositions
(Increase) in accounts and notes receivable ( 1,395) ( 911)
Decrease (increase) in inventory 417 ( 221)
(Increase) decrease in assets held for sale ( 44) 151
(Increase) in prepaid expenses and other assets ( 7) ( 186)
Decrease (increase) in deposits and other assets 5 ( 1)
(Decrease) increase in accounts payable and accrued liabilities ( 448) 762
(Decrease) increase in deferred revenue ( 11) 112
---------- ------------
Total adjustments ( 507) 390
---------- ------------
Net cash provided (used) by operating activities 654 ( 41)
---------- ------------
Cash flows from investing activities:
Increase in short-term investments --- 50
Capital expenditures ( 95) ( 185)
---------- ----------
Net cash (used) by investing activities ( 95) ( 135)
---------- ----------
Cash flows from financing activities:
Dividend payments on preferred stock ( 6) ( 21)
Principal payments on notes payable ( 51) ( 80)
Exercise of options for common stock 65 76
---------- ----------
Net cash provided (used) by financing activities 8 ( 25)
---------- ----------
Net increase (decrease) in cash and cash equivalents 567 ( 201)
Cash and cash equivalents at beginning of period 314 923
---------- ----------
Cash and cash equivalents at end of period $ 881 $ 722
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
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BCT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(000's omitted, except per share amounts)
November 30, 1997
-----------------
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, 1997.
2. The results for the three month and nine month periods ended November 30,
1997, 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 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 nine month period ended November 30, 1996, primary and
fully-diluted earnings per common share do not include common stock
equivalents because they are anti-dilutive. Fully diluted earnings per
common share are not presented for the three and nine month periods ended
November 30, 1997 as they are not materially 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 enactment's of changes in the tax law or rates.
The valuation allowance of $806 at February 28, 1997, which represents 30%
of the gross deferred tax assets on that date, was $806, or 41% on
November 30, 1997.
5. In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (FAS 128) - Earnings per share
(EPS). The statement is effective for financial statements issued for
periods ending after December 15, 1997. FAS 128 supersedes Accounting
Principles Board Opinion No. 15 and replaces primary and fully diluted EPS
with basic and diluted EPS. Basic EPS is computed by dividing net income
available to common shareholders by the weighted average common shares
outstanding. Diluted EPS includes all dilutive potential common shares.
The Company does not expect the new standard to have a material impact on
its financial position and results of operations for fiscal 1998.
The following illustrates the Company's proforma EPS as if FAS 128 had been
used in the three and nine month periods ended November 30, 1997:
<TABLE>
<CAPTION>
3 Months 9 Months
Ended November 30, Ended November 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings (losses) per common share - Basic .08 .03 .22 ( .09)
- Diluted .07 .02 .19 ( .09)
</TABLE>
Diluted losses per share for the nine months ended November 30, 1996, do
not include potential common shares because they are antidilutive.
6. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", effective for fiscal years beginning after December 15, 1997. This
Statement establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains, and losses) in a full
set of general-purpose financial statements. This Statement requires that
all items that are required to be recognized under accounting standards as
6
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components of comprehensive income be reported in a financial statement
that is displayed with the same prominence as other financial statements.
This Statement does not require a specific format for that financial
statement but requires that an enterprise display an amount representing
total comprehensive income for the period in that financial statement.
This Statement requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section
of a statement of financial position.
Management does not expect the new standard to have significant changes in
the disclosure requirements for the Company in 1998.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", effective for financial statements
for periods beginning after December 15, 1997. This statement establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. It also establishes
standards for related disclosures about products and services, geographic
areas, and major customers. This statement supersedes FASB Statement No.
14, "Financial Reporting for Segments of a Business Enterprise", but
retains the requirement to report information about major customers. It
amends FASB Statement No. 94, "Consolidation of All Majority-Owned
Subsidiaries", to remove the special disclosure requirements for previously
unconsolidated subsidiaries. In the initial year of application,
comparative information for earlier years is to be restated. This Statement
need not be applied to interim financial statements in the initial year of
its application, but comparative information for interim periods in the
initial year of application is to be reported in financial statements for
interim periods in the second year of application. Management does not
expect the new standard to have a material impact on the disclosure
requirements for the Company in 1998.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
November 30, 1997
-----------------
Results of Operations
- ---------------------
Total revenues increased $275,000, or 6%, for the three months ended November
30, 1997 as compared to the corresponding period in the prior fiscal year. The
increase in revenue is attributable primarily to an increase in sales of paper
products ($94,000, or 8%), and an increase in Company Franchises revenue
($216,000, or 46%).
Total revenues increased $788,000, or 6%, for the nine months ended November 30,
1997, 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 ($728,000, or 10%), (ii) royalty revenue ($36,000, or 1%), and (iii)
Company Franchises revenue ($24,000, or 1%). Three Company Franchises operated
during the period March 1, 1997 to July 31, 1997 as compared to the operation of
five Company Franchises during the same period in the prior year. From August 1
to November 30 in both years, there were two Company Franchises in operation. In
January 1997, the Company closed its printing facility and transferred its
operations to the Delray Beach Company Franchise. These transferred operations
accounted for $126,000 and $607,000 of the Company Franchise revenues for the
three and nine months ended November 30, 1997, respectively. Revenues from the
printing facility operations were included in paper and printing sales during
fiscal 1997.
Cost of goods sold as a percentage of revenues was 55% for the three and nine
months ended November 30, 1997, as compared to 53%, respectively, for the
corresponding periods in fiscal 1997. The increase in the cost of good sold
percentage is reflective of a change in the revenue mix which fluctuates
periodically.
Selling and administrative expenses represented 30% and 32% of gross revenues
for the three and nine months ended November 30, 1997, respectively, and 44% and
51% for the corresponding periods in fiscal 1997. Selling and administrative
expenses decreased as a percentage of revenues for the current fiscal year due
primarily to (i) decreased salaries and benefits expense due to staff reductions
in October 1996 ($634,000 or 29%), (ii) decreased expenses associated with
Company Franchises operations ($465,000, or 20%), (iii) reduced general and
administrative expense ($506,000 or 53%), and (iv) a reduction of amounts
provided for bad debts as a result of improvement in the ability of debtors to
meet their obligations ($422,000 or 86%).
Liquidity and Capital Resources
- -------------------------------
During the nine months ended November 30, 1997, the Company utilized working
capital to make debt payments totalling $51,000, made capital expenditures of
approximately $95,000, most of which were dedicated to leasehold improvements,
equipment, and furniture, and advanced $150,000 in connection with purchases of
existing thermography businesses, which were subsequently resold.
The Company's cash position improved as a result of better inventory control,
enabling the Company to reduce accounts payable $542,000 or 53%.
The Company plans to continue to improve its working capital and cash positions
during fiscal 1998 by focusing its efforts on increasing cash collections,
implementing new product lines, and pursuing alternative outlets for its
existing products.
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.
8
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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.
BCT INTERNATIONAL, INC.
(Registrant)
Date: William Wilkerson
---------------- ------------------------------------------
William Wilkerson
Chairman
Date: Michael R. Hull
---------------- ------------------------------------------
Michael R. Hull
Vice President & Chief Financial Officer
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEETS AT AUGUST 31, 1996 AND FEBRUARY 29, 1996 AND
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31, 1996,
AND AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000351541
<NAME> BCT INTERNATIONAL INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> JUN-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 881
<SECURITIES> 0
<RECEIVABLES> 7,932
<ALLOWANCES> 1,062
<INVENTORY> 2,001
<CURRENT-ASSETS> 6,340
<PP&E> 1,532
<DEPRECIATION> 838
<TOTAL-ASSETS> 12,416
<CURRENT-LIABILITIES> 1,263
<BONDS> 668
0
60
<COMMON> 216
<OTHER-SE> 12,119
<TOTAL-LIABILITY-AND-EQUITY> 12,416
<SALES> 10,490
<TOTAL-REVENUES> 14,236
<CGS> 7,814
<TOTAL-COSTS> 7,814
<OTHER-EXPENSES> 4,420
<LOSS-PROVISION> 70
<INTEREST-EXPENSE> 28
<INCOME-PRETAX> 1,904
<INCOME-TAX> 743
<INCOME-CONTINUING> 1,161
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,161
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
