-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0Q32pIjdzLJY/28jhu7ythDY3U58VvtMgB2KKFMLDrfBtzgf17Gnuo1HniIosnY x2Btf00Zf/W1IjvcVFfXPA== 0000928385-97-000053.txt : 19970115 0000928385-97-000053.hdr.sgml : 19970115 ACCESSION NUMBER: 0000928385-97-000053 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCT INTERNATIONAL INC / CENTRAL INDEX KEY: 0000351541 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 222358849 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10823 FILM NUMBER: 97505553 BUSINESS ADDRESS: STREET 1: 3000 NE 30TH PL 5TH FL CITY: FT LAUDERDALE STATE: FL ZIP: 33306 BUSINESS PHONE: 3055631224 MAIL ADDRESS: STREET 1: 3000 NE 30TH PL STREET 2: 5TH FL CITY: FORT LAUDERDALE STATE: FL ZIP: 33306 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS CARDS TOMORROW INC DATE OF NAME CHANGE: 19881017 FORMER COMPANY: FORMER CONFORMED NAME: GOOD TACO CORP DATE OF NAME CHANGE: 19860318 10-Q 1 FORM 10-Q 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, 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 January 7, 1996: 5,291,822 BCT INTERNATIONAL, INC. INDEX
PAGE NUMBER PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED BALANCE SHEETS November 30, 1996 and February 29, 1996 ............................................... 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - for the nine months ended November 30, 1996 and November 30, 1995 and the three months ended November 30, 1996 and November 30, 1995 ....................... 3 COMPUTATION OF EARNINGS (LOSS) PER SHARE - for the nine months ended November 30, 1996 and November 30, 1995 and the three months ended November 30, 1996 and November 30, 1995.......................................... 4 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - for the nine months ended November 30, 1996 ..................................................................... 5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - for the nine months ended November 30, 1996 and November 30, 1995 .................... 6 Notes to Condensed Consolidated Financial Statements.................................. 7 Management's Discussion and Analysis of Financial Condition and Results of Operations ............................................................... 8-9 PART II. OTHER INFORMATION AND SIGNATURES Item 1. Legal Proceedings........................................................... 9 Signatures ........................................................................... 10
PART I. FINANCIAL STATEMENTS BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (000's omitted)
ASSETS November 30, 1996 February 29, 1996 - ------ ------------------ ------------------ Current assets: Cash and cash equivalent $ 722 $ 923 Short-term investments --- 50 Accounts and notes receivable, net of allowance for doubtful accounts of $774 ($408 in fiscal 1996) 2,391 2,023 Receivables from employees 5 5 Inventory, net of reserve of $197 ($105 in fiscal 1996) 2,422 2,201 Assets held for sale, net --- 281 Prepaid expenses and other current assets 244 58 Net deferred tax asset 303 211 -------- -------- Total current assets 6,087 5,752 Accounts and notes receivable, net of allowance for doubtful accounts of $580 ($505 in fiscal 1996) 2,140 1,597 Property and equipment, less allowance for depreciation and amortization of $651 ($500 in fiscal 1996) 992 1,014 Net deferred tax asset 1,554 1,604 Deposits and other assets 119 118 Trademark, net of accumulated amortization of $33 ($29 in fiscal 1996) 161 165 Intangible assets, net of accumulated amortization of $367 ($283 in fiscal 1996) 440 488 -------- -------- $ 11,493 $ 10,738 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 1,458 $ 687 Notes payable 87 64 Accrued liabilities 172 181 Deferred revenue 299 187 -------- -------- Total current liabilities 2,016 1,119 Notes payable 224 5 -------- -------- Total liabilities 2,240 1,124 -------- -------- Minority stockholder interest (31) (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 shares authorized, 5,288 shares issued and outstanding (5,164 shares in fiscal 1996) 211 207 Paid in capital 11,815 11,659 Accumulated deficit (2,443) (1,991) -------- -------- 9,583 9,875 Less: Treasury Stock, at cost, 251 shares (226 shares in fiscal 1996) (559) (501) -------- -------- Total stockholders' equity 9,024 9,374 -------- -------- $ 11,493 $ 10,738 ======== ========
See notes to condensed consolidated financial statements. 2 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (000's omitted)
Nine Months Ended Three Months Ended November 30 November 30 1996 1995 1996 1995 -------- -------- ------- ------- Gross revenues $13,628 $12,502 $4,482 $4,002 Cost of sales 7,182 6,491 2,372 2,071 ------- ------- ------ ------ 6,446 6,011 2,110 1,931 Selling and administrative expense 7,003 5,269 1,989 1,890 ------- ------- ------ ------ Income (loss) before income taxes (557) 742 121 41 Income tax (benefit) expense (126) 191 12 25 ------- ------- ------ ------ Net (loss) income $ (431) $ 551 $ 109 $ 16 ======= ======= ====== ======
See notes to condensed consolidated financial statements. 3 BCT INTERNATIONAL, INC. COMPUTATION OF EARNINGS (LOSS) PER SHARE (UNAUDITED) (000's omitted, except for per share amounts)
Nine Months Ended Three Months Ended November 30 November 30 1996 1995 1996 1995 ---------- --------- -------- -------- Primary: Average number of shares outstanding 4,992 4,652 5,028 4,817 Common stock equivalents --- 881 1,686 880 ---------- --------- -------- -------- Totals 4,992 5,533 6,714 5,697 ========== ========= ======== ======== Fully diluted: Average number of shares outstanding 4,992 4,652 5,028 4,817 Common stock equivalents and dilutive securities --- 1,344 1,861 1,359 ---------- --------- -------- -------- Totals 4,992 5,996 6,889 6,176 ========== ========= ======== ======== Earnings per common share: - -------------------------- Net Income: Primary $ (.07) $ .07 $ .02 $ .003 ---------- --------- -------- -------- Fully diluted $ (.07) $ .07 $ .02 $ .003 ========== ========= ======== ========
See notes to condensed consolidated financial statements. 4 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY NINE MONTHS ENDED NOVEMBER 30, 1996 (UNAUDITED) 000's omitted -------------
Common Stock ----------------------- Less: Number of Par Paid In Accumulated Treasury Shares Value Capital Deficit Stock Total --------- ---------- -------- ----------- --------- --------- Balance February 29, 1996 5,164 $207 $11,659 $(1,991) (501) $9,374 Exercise of options 124 4 132 --- --- 136 Issuance of warrants --- --- 28 --- --- 28 Purchase of common stock held by employee --- --- --- --- (58) (58) Registration costs --- --- (4) --- --- (4) Net loss --- --- --- (431) --- (431) Dividend declared on convertible preferred stock --- --- --- (21) --- (21) --------- ---------- -------- ---------- ---------- --------- Balance August 31, 1996 5,288 $211 $11,815 $(2,443) $ (559) $9,024 ========= ========== ======== ========== ========== =========
See notes to condensed consolidated financial statements. 5 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (000's omitted)
Nine months ended November 30 1996 1995 ------------- -------------- Cash flows from operating activities: Net (loss) income $(431) $ 551 ------------- -------------- Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities: Income tax benefit (143) (151) Income tax expense 17 342 Depreciation and amortization 302 245 Cost assigned to warrants issued 28 28 Provision for doubtful accounts 491 --- Minority interest (11) --- (Increase) in accounts and notes receivable (911) (894) (Increase) in inventory (221) (248) (Increase) decrease in assets held for sale 151 (209) (Increase) in prepaid expenses and other assets (186) (55) (Increase) in deposits and other assets (1) (45) Increase in accounts payable and accrued liabilities 762 661 Increase in deferred revenue 112 --- ------------- -------------- Total adjustments 390 (326) ------------- -------------- Net cash (used) provided by operating activities (41) 225 ------------- -------------- Cash flows from investing activities: Decrease in short-term investment 50 381 Capital expenditures (185) (467) Acquisition of franchisee plant --- (276) ------------- -------------- Net cash (used) by investing activities (135) (362) ------------- -------------- Cash flows from financing activities: Dividend payments on preferred stock (21) (62) Principal payments on notes payable (80) (160) Exercise of options for common stock 76 --- Expenses associated with registration of securities --- (50) ------------- -------------- Net cash (used) by financing activities (25) (272) Net (decrease) in cash and cash equivalents (201) (409) Cash and cash equivalents at beginning of period 923 1,299 ------------- -------------- Cash and cash equivalents at end of period $ 722 $ 890 ============= ============== Supplemental Disclosure: Interest paid $ 35 $ 7 ============= ============== Income taxes paid $ 34 $ 55 ============= ==============
Non-cash activities - ------------------- During the second quarter ended August 31, 1996, the Company negotiated a $138 reduction of a note payable, which originated in fiscal 1996 in connection with the acquisition of a Company Plant. The agreement resulted in a corresponding reduction to Goodwill. During the third quarter ended November 30, 1995, $550 of convertible Series A preferred stock was converted into 372 shares of common stock. See notes to condensed consolidated financial statements. 6 BCT INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (000's omitted) November 30, 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 November 30, 1996. 2. The results for the three month and nine month periods ended November 30, 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 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. 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 $796, or 30% on November 30, 1996. This change of the valuation allowance reduced the income tax benefit by $20. The tax provision for the nine months ended November 30, 1996, includes a current and deferred tax benefit of $83 and $60, respectively. The tax provision for the three months ended November 30, 1996 includes a current tax expense and deferred tax benefit of $17 and $1, respectively. 5. Selling and administrative expense includes an accrual for freight charges, which were advanced to a freight invoice audit and consolidation firm for payment to the freight companies. The freight invoice audit and consolidation firm filed for protection under Chapter 7 of the Bankruptcy Code prior to remitting the funds to the freight companies. The Company has accrued $130,000 for freight bills which should have been but were not paid by the freight invoice audit and consolidation firm. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- November 30, 1996 ----------------- Results of Operations - --------------------- Total revenues increased $460,000, or 11%, for the three months ended November 30, 1996, 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 ($285,000, or 14%), (ii) print shop sales ($67,000, or 31%), and (iii) royalty revenue ($170,000, or 15%), partially offset by a decrease in Company Plant sales ($18,000, or 4%). Total revenues increased $1,126,000, or 9%, for the nine months ended November 30, 1996, 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 ($852,000, or 14%), (ii) royalty revenue ($295,000, or 9%), (iii) print shop sales ($105,000, or 6%), and (iv) Company Plants sales ($771,000, or 64%), partially offet by a decrease in franchise sales of (809,000, or 92%). Cost of goods sold as a percentage of revenues was 53% and 53%, respectively, for the nine and three months ended November 30, 1996, as compared to 52% and 52%, respectively, for the corresponding periods 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 51% and 44% of gross revenues for the nine and three months ended November 30, 1996, respectively, and 42% and 47% for the corresponding periods in fiscal 1996. Selling and administrative expenses increased as a percentage of revenues for the current fiscal year due primarily to (i) increased expenses associated with the Company Plants' operations (a $591,000, or 42% increase over the prior year), and (ii) a $130,000 provision for freight charges discussed in Note 5. The Company Plants yielded operating losses of $725,000 for the first nine months of fiscal 1997 versus $645,000 during the comparable period in fiscal 1996. These losses were higher in fiscal 1997 because a higher weighted average number of Company Plants were operated by the Company in fiscal 1997 as compared to fiscal 1996. Three of the five Company Plants were sold in August 1996. The Company incurred net losses of $431,000 for the nine months ended November 30, 1996, and earned $109,000 for the three months ended November 30, 1996, as compared to net income of $551,000 and $16,000 for the corresponding periods in fiscal 1996. The net loss for the first nine months of fiscal 1997 reflects an operating loss of $557,000. Operating income for the first nine months of fiscal 1996 was $742,000. 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, 1996, $1,505,000 of these proceeds have been utilized in efforts to increase revenues. The remainder of the proceeds are being invested in cash equivalents. During the nine months ended November 30, 1996, the Company utilized working capital as well as investment income to make debt payments totalling $80,000. During the nine months ended November 30, 1996, the Company made capital expenditures of approximately $185,000, most of which were dedicated to office equipment, computer software and equipment, and furniture and fixtures. 8 The Company's accounts and notes receivable increased $911,000, or 25%, from February 29, 1996 to November 30, 1996. This increase is primarily attributable to the financing of Company Plant sales. The Company plans to improve its working capital and cash positions during the remainder of fiscal 1997 and fiscal 1998 by focusing its efforts on increasing cash collections, reducing losses at the two remaining Company Plants, and developing new product lines, while containing capital expenditures and maintaining 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings - ------- ----------------- Varrieur v. BCT International, Inc. In December 1996, the Company and Varrieur entered into a settlement agreement whereby Varrieur dismissed with prejudice its claim against the Company and the Company dismissed with prejudice its claim against Varrieur. The parties exchanged mutual general releases. No payment or other consideration was given as part of the settlement. 9 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 14, 1997 William Wilkerson ---------------- ------------------- William Wilkerson Chairman & Chief Executive Officer Date: January 14, 1997 Michael R. Hull ---------------- ----------------- Michael R. Hull Vice President & Chief Financial Officer 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS FEB-28-1997 SEP-1-1996 NOV-30-1996 722 0 5,890 1,354 2,619 6,087 1,643 651 11,493 2,016 0 260 0 211 9,372 11,493 7,012 13,628 6,159 7,182 0 491 35 (557) (126) (431) 0 0 0 (431) (.07) (.07)
-----END PRIVACY-ENHANCED MESSAGE-----