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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, 2000
Commission File No. 0-10823
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BCT INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 22-2358849
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(State of Incorporation) (I.R.S. Employer Identification Number)
3000 NE 30th Place, 5th Floor, Fort Lauderdale, FL 33306
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 563-1224
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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 14, 2001: 5,136,256
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BCT INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS -
November 30, 2000 and February 29, 2000........................ 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - for the three
months ended November 30, 2000 and November 30, 1999 and the
nine months ended November 30, 2000 and November 30, 1999...... 3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY - for the nine months ended
November 30, 2000.............................................. 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-
for the nine months ended November 30, 2000 and
November 30, 1999.............................................. 5
Notes to Condensed Consolidated Financial Statements........... 6-8
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)
ASSETS November 30, 2000 February 29,2000
------ ----------------- ----------------
Current assets:
Cash and cash equivalent $ 1,727 $ 1,906
Accounts and notes receivable, net 2,915 3,293
Inventory, net 2,507 2,359
Assets held for sale, net 17 268
Prepaid expenses and other current assets 406 140
Deferred income taxes 414 482
-------- ---------
Total current assets 7,986 8,448
Accounts and notes receivable, net 7,652 7,275
Property and equipment at cost, net 525 529
Deferred income taxes 900 722
Deposits and other assets 24 89
Trademark and other intangible assets, net 239 258
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$ 17,326 $ 17,321
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 929 $ 1,111
Notes payable 104 104
Accrued liabilities 685 1,349
Deferred revenue 218 218
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Total current liabilities 1,936 2,782
Deferred revenue 308 453
Notes payable 241 330
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Total liabilities 2,485 3,565
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Stockholders' equity:
Common stock, $.04 par value, 25,000 shares
authorized, 5,822 shares issued (5,821
shares in fiscal 2000) 233 233
Paid in capital 12,597 12,597
Retained earnings 3,419 2,334
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16,249 15,164
Less: Treasury Stock, at cost, 591 shares (1,408) (1,408)
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Total stockholders' equity 14,841 13,756
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$ 17,326 $ 17,321
======== =========
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,
2000 1999 2000 1999
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Royalties and franchise fees $ 1,334 $ 1,351 $ 4,091 $ 4,125
Paper and printing sales 3,386 3,458 10,297 10,594
Sales of franchises 6 11 30 26
Interest and other 152 75 421 214
--------- --------- ---------- ----------
4,878 4,895 14,839 14,959
--------- --------- ---------- ----------
Expenses:
Cost of paper and printing sales 2,913 2,855 8,790 8,738
Selling, general and administrative 1,520 1,222 4,073 4,247
Depreciation and amortization 65 47 166 137
--------- --------- ---------- ----------
4,498 4,124 13,029 13,122
--------- --------- ---------- ----------
Income from continued operations before
legal settlement and income taxes 380 771 1,810 1,837
Income from legal settlement --- --- --- 941
--------- --------- ---------- ----------
Income from continued operations
before income taxes 380 771 1,810 2,778
Provision for income taxes 137 269 694 971
--------- --------- ---------- ----------
Income from continued operations 243 502 1,116 1,807
Discontinued operations:
Loss from company owned franchises
operated under a plan of disposition,
net of tax benefit --- (62) (31) (100)
--------- --------- ---------- ----------
Net income $ 243 $ 440 $ 1,085 $ 1,707
========= ========= ========== ==========
Earnings per share:
Income from continued operations $ 0.05 $ 0.10 $ 0.21 $ 0.34
Loss from discontinued operations --- (.01) (.01) (0.02)
--------- --------- ---------- ----------
Basic $ 0.05 $ 0.09 $ 0.21 $ 0.32
========= ========= ========== ==========
Income from continued operations $ 0.05 $ 0.09 $ 0.21 $ 0.33
Loss from discontinued operations --- (.01) (.01) (0.02)
--------- --------- ---------- ----------
Diluted $ 0.05 $ 0.08 $ 0.21 $ 0.31
========= ========= ========== ==========
</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, 2000
(UNAUDITED)
(000's omitted)
<TABLE>
<CAPTION>
Common Stock Less:
-----------------------
Number of Par Paid In Retained Treasury
Shares Value Capital Earnings Stock Total
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<S> <C> <C> <C> <C> <C> <C>
Balance February 29, 2000 5,822 $ 233 $ 12,597 $ 2,334 $(1,408) $ 13,756
Net income --- --- --- 1,085 --- 1,085
------- ------ --------- ------- ------- --------
Balance November 30, 2000 5,822 $ 233 $ 12,597 $ 3,419 $(1,408) $ 14,841
======= ====== ========= ======= ======= ========
</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,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,085 $ 1,707
Plus loss from discontinued operations 31 100
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Income from continued operations 1,116 1,807
Adjustments to reconcile net income to net cash
provided by operating activities:
Inventory provision 22 ---
Depreciation and amortization 166 137
Provision for doubtful accounts 350 705
Other adjustments 1 2
Changes in operating assets and liabilities:
Accounts and notes receivable (349) (1,892)
Inventory (170) (301)
Assets held for sale 251 687
Prepaid expenses and other assets (201) (758)
Deferred income taxes (110) 59
Accounts payable and accrued liabilities (846) 637
Deferred revenue (145) (18)
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Net cash provided by continued operations 85 1,065
Net cash used by discontinued operations (31) (100)
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Net cash provided by operating activities 54 965
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Cash flows from investing activities:
Capital expenditures (144) (107)
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Net cash (used in) investing activities (144) (107)
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Cash flows from financing activities:
Principal payments on notes payable (89) (83)
Exercise of warrants/options for common stock --- 31
Treasury stock purchases --- (209)
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Net cash (used in) financing activities (89) (261)
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Net (decrease) increase in cash and cash equivalents (179) 597
Cash and cash equivalents at beginning of period 1,906 1,143
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Cash and cash equivalents at end of period $ 1,727 $ 1,740
========= ===========
</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, 2000
-----------------
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, 2000.
2. The results for the three and nine month periods ended November 30, 2000
and 1999, are not necessarily indicative of results that may be expected
for the fiscal year.
3. For the three and nine months ended November 30, 2000 and 1999, basic
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. Diluted 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 and convertible preferred
stock.
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 return. In
estimating future tax consequences, consideration is given to all expected
future events other than enactments of changes in the tax law or rates.
5. On February 28, 1999, the Company's Board of Directors approved a strategic
decision to discontinue the operations comprising its Company owned
franchises. The Company owned franchises included the 100% owned franchises
in Delray Beach, Florida and Merrimack, New Hampshire and the 70% owned
franchise in Louisville, Kentucky. The Company sold the Delray Beach,
Florida and Louisville, Kentucky franchises in fiscal 2000.
Sales from Company owned franchise discontinued operations were $49 and
$275 for the three months ended November 30, 2000 and 1999, respectively,
and were $350 and $1,429 for the nine months ended November 30, 2000 and
1999, respectively. In a transaction effective September 30, 2000, the
Company tranferred the assets of the Merrimack, New Hampshire Franchise in
exchange for a promissory note in the amount of $150. The Company recorded
an additional loss on discontinued operations of $50 for the period ended
August 31, 2000 in anticipation of this transaction. The note receivable
remains outstanding at January 15, 2001, and management of the Company
continues to monitor the performance of this franchise.
6
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BCT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued...
(UNAUDITED) (000's omitted)
November 30, 2000
6. The Company has four reporting segments (1) Franchisor Operations, (2)
Pelican Paper Products, (3) Company Owned Franchises and (4) Other
Operations. The Company evaluates the performance of its segments based on
earnings before income taxes.
The Company is organized on the basis of business activity units.
Information relating to Company owned franchises is included in Note 5. The
table below presents information about reported segments for the three and
nine months ended November 30:
For the Three Months Ended November 30,
<TABLE>
<CAPTION>
Pelican
Franchisor Paper Other Total
---------- ----- ----- -----
2000
<S> <C> <C> <C> <C>
Revenues $ 1,340 $ 3,386 $ 152 $ 4,878
Cost of sales --- 2,913 --- 2,913
Operating expenses 1,430 155 --- 1,585
--------- -------- -------- ---------
Income (loss) before income taxes $ (90) $ 318 $ 152 $ 380
========= ======== ======== =========
Depreciation and amortization $ 35 $ 30 $ --- $ 65
========= ======== ======== =========
Income tax (benefit) provision $ (32) $ 115 $ 54 $ 137
========= ======== ======== =========
Capital expenditures $ 2 $ 10 $ --- $ 12
========= ======== ======== =========
1999
Revenues $ 1,362 $ 3,458 $ 75 $ 4,895
Cost of sales --- 2,855 --- 2,855
Operating expenses 1,043 226 --- 1,269
--------- -------- -------- ---------
Income before income taxes $ 319 $ 377 $ 75 $ 771
========= ======== ======== =========
Depreciation and amortization $ 34 $ 13 $ --- $ 47
========= ======== ======== =========
Income tax provision $ 112 $ 11 $ 26 $ 269
========= ======== ======== =========
Capital expenditures $ 35 $ 10 $ --- $ 45
========= ======== ======== =========
For the Nine Months Ended November 30,
</TABLE>
<TABLE>
<CAPTION>
Pelican
Franchisor Paper Other Total
---------- ----- ----- -----
2000
<S> <C> <C> <C> <C>
Revenues $ 4,121 $ 10,297 $ 421 $ 14,839
Cost of sales --- 8,790 --- 8,790
Operating expenses 3,766 473 --- 4,239
--------- -------- -------- ---------
Income before income taxes $ 355 $ 1,034 $ 421 $ 1,810
========= ======== ======== =========
Depreciation and amortization $ 96 $ 70 $ --- $ 166
========= ======== ======== =========
Income tax provision $ 136 $ 397 $ 161 $ 694
========= ======== ======== =========
Capital expenditures $ 22 $ 122 $ --- $ 144
========= ======== ======== =========
</TABLE>
7
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BCT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued...
(UNAUDITED) (000's omitted)
November 30, 2000
<TABLE>
<CAPTION>
Pelican
Franchisor Paper Other Total
---------- ----- ----- -----
1999
<S> <C> <C> <C> <C>
Revenues $ 4,151 $ 10,594 $ 1,155 $ 15,900
Cost of sales --- 8,738 --- 8,738
Operating expenses 3,767 617 --- 4,384
--------- -------- -------- ---------
Income before income taxes $ 384 $ 1,239 $ 1,155 $ 2,778
========= ======== ======== =========
Depreciation and amortization $ 101 $ 36 $ --- $ 137
========= ======== ======== =========
Income tax provision $ 134 $ 433 $ 404 $ 971
========= ======== ======== =========
Capital expenditures $ 85 $ 22 $ --- $ 107
========= ======== ======== =========
</TABLE>
7. In January 2001, a customer that operates 176 retail office supply stores
in Canada notified the Company of the customer's intent not to renew its
vendor agreement with the Company in 2001. This decision affects the 8 BCT
franchises located in Canada. In 2000, these franchises accounted for
approximately 4.5% of total BCT franchise revenues. Sales to this customer
in 2000 were approximately 1.6% of total BCT franchise revenues.
8. On December 8, 2000, the Board of Directors approved a plan to buy back up
to 500,000 shares of the Company's $.04 par value common stock in open
market transactions. As of January 12, 2000, the Company has purchased
95,000 shares of the Company's common stock at an average price of $1.43
per share.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
November 30, 2000
-----------------
Results of Operations
---------------------
Total revenues decreased $17,000, or .3%, for the three months ended November
30, 2000 as compared to the corresponding period in the prior fiscal year. The
decrease in revenue is attributable primarily to decreases in (i) catalog sales
at the Company's printing facility ($142,000, or 68%), and (ii) royalty revenue
($17,000, or 1.3%). These decreases were offset by increases in, (iii) sales of
paper and supplies ($70,000 or 2%), (iv) interest income ($3,000 or 4%), and (v)
monthly fees charged to franchises for orderprinting.com ($63,000). Catalog
sales decreased in fiscal 2001 due to lower demand. During the first and second
quarter of fiscal 2000, there was a large backlog of orders for catalogs due to
the release of a new catalog design in the fourth quarter of fiscal 1999. This
backlog was eliminated in October 1999. Royalties decreased primarily due to the
Company's practice which began in July 1999 to provide a reserve for royalties
where collection is considered to be doubtful. During the three months ended
November 30, 2000, additions to this reserve amounted to $66,000 as compared to
$36,000 in the corresponding period in the prior fiscal year. Interest income
increased due to additional promissory notes signed with franchises during the
first quarter of fiscal 2001. Fees charged to franchises for the use of
orderprinting.com, the Company's internet based ordering system, were increased
in January 2000, which resulted in higher revenues this fiscal year.
Total revenues decreased $120,000, or 1%, for the nine months ended November 30,
2000, as compared to the corresponding period in the prior fiscal year. The
decrease in revenue is attributable primarily to decreases in (i) catalog sales
at the Company's printing facility ($449,000, or 67%), and (ii) royalty revenue
($34,000, or .8%). These decreases were offset by increases in (iii) sales of
paper and supplies ($152,000 or 1.5%), (iv) interest income ($40,000 or 17%) and
(v) monthly fees charged to franchises for orderprinting.com ($156,000).
Cost of paper and printing sales as a percentage of paper and printing sales was
86% and 85%, respectively, for the three and nine months ended November 30,
2000, as compared to 83% and 82%, respectively, for the corresponding periods in
fiscal 2000. Although the percentage generally remains stable, it does fluctuate
due to periodic changes in the revenue mix. In addition, the percentage has been
impacted in fiscal 2001 by higher freight charges due to fuel surcharges and by
increases in the prices charged by paper mills for certain paper stocks.
Selling and administrative expenses represented 31% and 27% of gross revenues
for the three and nine months ended November 30, 2000 as compared to 25% and 28%
for the corresponding periods in fiscal 2000. The selling and administrative
expense percentage was higher in the current fiscal quarter because the Company
recorded an additional allowance for doubtful accounts of $300,000 related to a
franchise whose financial condition deteriorated, and was higher year to date in
the prior fiscal year due to an additional $650,000 provision for bad debt, as
well as severance and relocation expenses incurred related to changes at the
President and CEO position and two other key management positions.
Liquidity and Capital Resources
-------------------------------
Cash resources decreased $179,000 during the nine months ended November 30,
2000. The Company used cash to make principal payments on debt of $89,000, to
make capital expenditures of $144,000 and to reduce accounts payable and accrued
liabilities $846,000.
The Company plans to continue to improve its working capital and cash positions
during fiscal 2001 by continuing its efforts to (i) increase cash collections;
and (ii) increase marketing to new customer channels through orderprinting.com,
its proprietary internet based ordering system while containing capital
expenditures and maintaining inventory levels.
The Company believes current cash 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. The Company has available a $2 million
line of credit with a bank. No advances have been made on the line.
9
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Certain information contained in this report, particularly information
regarding future economic performance and finances, plans and objectives of
management, constitutes "forward-looking statements" within the meaning of
the federal securities laws. In some cases, information regarding certain
important factors that could cause actual results to differ materially from
any forward-looking statement appear together with such statement. In
addition, the following factors, in addition to other possible factors not
listed, could affect the Company's actual results and cause such results to
differ materially from those expressed in forward-looking statements. These
factors include competition within the wholesale printing industry, which is
intense; changes in general economic conditions; technological changes;
changes in customer tastes; legal claims; the continued ability of the
Company and its franchisees to obtain suitable locations and financing for
new Franchises as well as expansion of existing Franchises; governmental
initiatives, in particular those relating to franchise regulation and
taxation; and risk factors detailed from time to time in the Company's
filings with the Securities and Exchange Commission.
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company had no outstanding balances subject to market risk during the period
covered by this report. The Company has a $2 million line of credit with a bank
which bears interest at LIBOR + 2.35%. No advances have been made on the line.
10
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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: January 15, 2001 Peter T. Gaughn
----------------------- -------------------------------------
Peter T. Gaughn
President & Chief Executive Officer
Date: January 15, 2001 Michael R. Hull
----------------------- -------------------------------------
Michael R. Hull
Vice President & Chief Financial Officer
11
