-----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, EevfQA3r8rtGlfUkYK7M8G6ZtVZLA3VfpTIgML+UUJuIzirobePwGI4ZPVfsMiNg qeK00leiz5wK+VzprI2+/w== 0000928385-97-001095.txt : 19970702 0000928385-97-001095.hdr.sgml : 19970702 ACCESSION NUMBER: 0000928385-97-001095 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970701 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: 97634823 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 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 May 31, 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 June 27, 1997: 5,450,778 BCT INTERNATIONAL, INC. INDEX
PAGE NUMBER PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED BALANCE SHEETS - May 31,1997 and February 28, 1997........................................... 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - for the three months ended May 31, 1997 and May 31, 1996........ 3 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -for the three months ended May 31, 1997................. 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - for the three months ended May 31, 1997 and May 31, 1996........ 5 Notes to Condensed Consolidated Financial Statements............ 6 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................... 7 PART II. OTHER INFORMATION AND SIGNATURES Signatures...................................................... 8
PART I. FINANCIAL STATEMENTS BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (000's omitted)
ASSETS May 31, 1997 February 28, 1997 - ------ ------------ ----------------- Current assets: Cash and cash equivalent $ 661 $ 314 Accounts and notes receivable, net of allowance for doubtful accounts of $567 ($379 in fiscal 1997) 1,803 1,641 Inventory, net of reserve of $80 ($89 in fiscal 1997) 2,108 2,468 Assets held for sale, net 801 457 Prepaid expenses and other current assets 84 66 Net deferred tax asset 312 312 -------- -------- Total current assets 5,769 5,258 Accounts and notes receivable, net of allowance for doubtful accounts of $769 ($769 in fiscal 1997) 2,937 3,209 Property and equipment at cost, net of accumulated depreciation and amortization of $962 ($675 in fiscal 1997) 768 762 Net deferred tax asset 1,360 1,569 Deposits and other assets 93 94 Trademark, net of accumulated amortization of $84 ($81 in 1997) 110 113 Intangible assets, net of accumulated amortization of $97 ($93 in 1997) 220 224 -------- -------- $ 11,257 $ 11,229 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 824 $ 1,032 Notes payable 55 49 Accrued liabilities 239 291 Deferred revenue 161 272 -------- -------- Total current liabilities 1,279 1,644 Notes payable 198 215 -------- -------- Total liabilities 1,477 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 authorized, 5,426 shares issued and outstanding (5,410 shares in fiscal 1997 217 216 Paid in capital 12,075 12,056 Accumulated deficit ( 2,013) ( 2,403) -------- -------- 10,279 9,869 Less: Treasury Stock, at cost, 251 shares (226 shares in 1997) ( 559) ( 559) -------- -------- Total Stockholders' Equity 9,720 9,310 -------- -------- $ 11,257 $ 11,229 ======== ========
See notes to condensed consolidated financial statements. 2 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended May 31 1997 1996 ---- ---- Gross revenues $ 4,969 $ 4,734 Cost of sales 2,744 2,406 Selling and administrative expense 1,592 2,449 ---------- --------- Income (loss) before income taxes 633 ( 121) Income tax (benefit) expense 241 ( 30) ---------- --------- Net income (loss) $ 392 $ ( 91) ========== ========== Net income (loss) per common share: $ .07 $ ( .02) ========== ==========
See notes to condensed consolidated financial statements. 3 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY THREE MONTHS ENDED MAY 31, 1996 (UNAUDITED) 000's omitted -------------
Common Stock -------------------- Less: Number of Par Paid In Accumulated Treasury Shares Value Capital Deficit Stock Total -------------------------------------------------------------------------------- Balance February 28, 1997 5,410 $ 216 $ 12,056 $( 2,403) $( 559) $ 9,310 Exercise of options 16 1 19 --- 20 Net income --- --- --- 392 --- 392 Dividend declared on convertible preferred stock --- --- --- ( 2) --- ( 2) ------ ----- -------- -------- ------ ------- Balance May 31, 1996 5,426 $ 217 $ 12,075 $( 2,013) $( 559) $ 9,720 ====== ===== ======== ======== ====== =======
See notes to condensed consolidated financial statements. 4 BCT INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (000's omitted)
Three months ended May 31 1997 1996 --------------------------- Cash flows from operating activities: Net income (loss) $ 392 $( 91) Adjustments to reconcile net income (loss) to net cash provided --------- ---------- used by operating activities: Income tax benefit --- ( 43) Income tax expense 241 13 Depreciation and amortization 56 115 Cost assigned to warrants issued --- 9 Provision for doubtful accounts 44 164 Decrease (increase) in accounts and notes receivable 45 ( 63) Decrease (increase) in inventory 369 ( 231) (Increase) in assets held for sale ( 334) ( 21) (Increase) in prepaid expenses and other assets ( 18) ( 86) Decrease in deposits and other assets 1 24 (Decrease) increase in accounts payable and accrued liabilities ( 297) 123 (Decrease) in deferred revenue ( 109) --- --------- --------- Total adjustments ( 2) 4 --------- --------- Net cash provided (used) by operating activities 390 ( 87) --------- --------- Cash flows from investing activities: Maturity of short-term investments --- 50 Capital expenditures ( 50) ( 115) --------- --------- Net cash (used) by investing activities ( 50) ( 65) --------- --------- Cash flows from financing activities: Dividend payments on preferred stock ( 2) ( 8) Principal payments on notes payable ( 11) ( 23) Redemption of treasury stock --- ( 58) Exercise of options for common stock 20 60 --------- --------- Net cash provided (used) by financing activities 7 ( 29) --------- --------- Net increase (decrease) in cash and cash equivalents 347 ( 181) Cash and cash equivalents at beginning of period 314 923 --------- --------- Cash and cash equivalents at end of period $ 661 $ 742 ========= =========
See notes to condensed consolidated financial statements. 5 BCT INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (000's omitted) May 31, 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 May 31, 1997. 2. The results for the three month periods ended May 31, 1997 and 1996, are not necessarily indicative of results that may be expected for the fiscal year. 3. For the three months ended May 31, 1997, 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. For the three month period ended May 31, 1996, earnings per share do not include common stock equivalents as they are antidilutive. Fully diluted earnings per common share are not presented because 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 enactments of changes in the tax law or rates. The valuation allowance of $806 at February 28, 1997, which represented 30% of the gross deferred tax assets on that date, was $806, or 33% on May 31, 1997. The tax provision for the three months ended May 31, 1997 includes no current or deferred tax benefit. 5. On March 1, 1997, the Company acquired certain assets of the Boston, Massachusetts Franchise for $75 cash and forgiveness of amounts owed the Company ($380). This acquisition was accounted for under the purchase method of accounting and accordingly, the purchase price was allocated to the assets acquired based upon the estimated fair values at the date of acquisition. The purchase price associated with the acquisition was recorded as an asset held for sale as it is the Company's intent to resell this Franchise. Operating results of this business acquisition have been included in the Company's consolidated results of operations from March 1, 1997. 6. 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 illustrate the Company's pro forma earnings per share as if FAS 128 had been used in the three months ended May 31, 1997 and 1996.
Three Months Ended May 31, -------------------- 1997 1996 ---- ---- Earnings (losses) per share - Basic $ .08 $ (.02) - Diluted .06 (.02)
Diluted losses per share for the three months ended May 31, 1996 do not include potential common shares because they are antidilutive. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- Results of Operations - --------------------- Total revenues increased $235,000, or 5%, for the first quarter ended May 31, 1997, as compared to the corresponding period in the prior fiscal year. The increase in revenue is attributable primarily to an increase in paper sales of ($281,000 or 11%). Selling and administrative expenses represented 32% of gross revenues for the first quarter ended May 31, 1997, and 52% for the corresponding period in fiscal 1997. The primary causes of the decrease in selling and administrative expenses as a percentage of revenues were (i) the decreased operating expenses associated with the Company Franchises (a $249,000 or 29% decrease over the prior year's level); (ii) decrease in Corporate salaries and benefits (a $245,000 or 32% decrease over the prior year; (iii) decreased provision for doubtful accounts (a $125,000 or 74% decrease over the prior year); and (iv) decreased professional fees (a $44,000 or 54% decrease over the prior year). The decreased expenses from Company Franchises resulted from the Company's 100% involvement in the operation of two Company Franchises and a 70% involvement in a third Company Franchise during the first quarter of fiscal 1998 while four Company Franchises and a 70% involvement in a fifth Company Franchise were operated by the Company during the first quarter of fiscal 1997. The Company Franchises yielded a loss of $9,000 for the first quarter ended May 31, 1997 versus a loss of $232,000 during the first quarter of fiscal 1996. The Company recorded net income of $392,000 for the three months ended May 31, 1997, as compared to a net loss of $91,000 for the corresponding period in fiscal 1997. Liquidity and Capital Resources - ------------------------------- During the first quarter of fiscal 1998, the Company utilized working capital to make debt payments totaling $11,000. During the quarter ended May 31, 1997, the Company made capital expenditures of approximately $50,000, most of which were dedicated to leasehold improvements and furniture and fixtures, and the Company advanced approximately $115,000 in the purchase and support of the Boston Company Franchise. In addition, the purchase of the Boston Franchise increased assets held for sale approximately $342,000, and decreased long term notes and accounts receivable, current notes and accounts receivable, and deferred revenue by $272,000, $123,000, and $104,000, respectively. The Company plans to continue to improve its working capital and cash positions during fiscal 1998 by continuing its efforts to (i) increase cash collections; and (ii) develop new product lines while containing capital expenditures and reducing inventory 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. 7 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: June 27, 1997 William Wilkerson ----------------------- ----------------------------------------- William Wilkerson Chairman & Chief Executive Officer Date: June 27, 1996 Michael R. Hull ----------------------- ---------------------------------------- Michael R. Hull Vice President & Chief Financial Officer 8 EX-27 2 EXHIBIT 27
5 1,000 U.S. DOLLARS OTHER FEB-28-1997 MAR-01-1997 MAY-31-1997 1 661 0 6,076 1,336 2,108 5,769 1,730 962 11,257 1,279 0 60 0 217 9,503 11,257 3,709 4,969 2,744 4,142 0 188 6 633 241 392 0 0 0 392 .07 .07
-----END PRIVACY-ENHANCED MESSAGE-----