UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1998 Commission File No. 0-5200 BONTEX, INC. (Exact name of registrant as specified in its charter) VIRGINIA 54-0571303 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE BONTEX DRIVE, BUENA VISTA, VIRGINIA 24416-1500 (Address of principal executive offices) (Zip Code) 540-261-2181 (Registrant's telephone number, including area code) Indicate by checkmark whether the registrant (1) has filed all reports 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 ( ) Indicate the description and number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at May 8, 1998 Common Stock - $.10 par value 1,572,824 BONTEX, INC. FORM 10-Q NINE MONTHS ENDED MARCH 31, 1998 INDEX PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 1998 and 1997, June 30, 1997 . . . . . . . . . . . . . .3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS Three Months and Nine Months Ended March 31, 1998 and 1997 . . . .4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 1998 and 1997. . . . . . . . . . . . .5 CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . 9-11 PART II. OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 12 Item 4. Submission of Matters to a Vote of Security Holders . 12 Item 5. Other Information . . . . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 12 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements BONTEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands, Except Share and Per Share Data) March 31, June 30, (unaudited) 1998 1997 1997 ASSETS Current assets: Cash and cash equivalents $ 807 $ 1,096 $ 1,373 Trade accounts receivable, less allowance for doubtful accounts of $232 ($207 at March '97, $119 at June '97) 10,332 11,610 13,622 Other receivables 775 741 551 Inventories 6,886 5,801 5,276 Deferred income taxes 396 320 321 Income taxes refundable 9 5 76 Other current assets 685 419 131 ------- ------- ------- TOTAL CURRENT ASSETS 19,890 19,992 21,350 ------- ------- ------- Property, plant and equipment: Land 368 284 347 Buildings and building improvements 5,230 4,571 5,332 Machinery, furniture and equipment 16,468 15,540 16,176 Construction in progress 1,082 1,838 808 ------- ------- ------- 23,148 22,233 22,663 Less accumulated depreciation and amortization 11,947 11,506 11,631 ------- ------- ------- Net property, plant and equipment 11,201 10,727 11,032 Deferred income taxes - 232 - Other assets, at cost less applicable amortization 611 341 524 ------- ------- ------- TOTAL ASSETS $ 31,702 $ 31,292 $ 32,906 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 8,851 $ 7,543 $ 8,019 Accounts payable 5,950 6.967 7,521 Accrued expenses 1,970 2,436 2,079 Income taxes payable 340 154 139 Long-term debt due currently 587 588 578 ------- ------- ------- TOTAL CURRENT LIABILITIES 17,698 17,688 18,336 Long-term debt 2,466 2,813 2,761 Deferred income taxes 55 - 108 Other long-term liabilities 346 - 186 ------- ------- ------- TOTAL LIABILITIES 20,565 20,501 21,391 ------- ------- ------- Stockholders' equity: Preferred stock of no par value. Authorized 10,000,000 shares; none issued - - - Common stock of $.10 par value. Authorized 10,000,000 shares; issued and outstanding 1,572,824 shares 157 157 157 Additional capital 1,551 1,551 1,551 Retained earnings 9,228 8,474 9,344 Foreign currency translation adjustment 201 609 463 ------- ------- ------- TOTAL STOCKHOLDERS' EQUITY 11,137 10,791 11,515 ------- ------- ------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 31,702 $ 31,292 $ 32,906 ======= ======= ======= See accompanying condensed notes to condensed consolidated financial statements. BONTEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS (Dollars in Thousands, Except Per Share Data) (Unaudited) Nine Months Ended Three Months Ended March 31, March 31, 1998 1997 1998 1997 Net Sales $ 32,055 $ 35,815 $ 10,434 $ 13,097 Cost of Sales 22,770 24,497 7,598 8,756 ------- ------- ------- ------- Gross Profit 9,285 11,318 2,836 4,341 Selling, General and Administrative Expenses 8,606 8,957 2,868 3,360 ------- ------- ------- ------- Operating Income (Loss) 679 2,361 (32) 981 ------- ------- ------- ------- Other (Income) Expense: Interest expense 766 922 233 281 Interest income (33) (2) (1) (1) Foreign currency exchange (gain) loss 131 (5) 25 33 Other, net (33) 7 (4) (8) ------- ------- ------- ------- Total Other Expense, Net 831 922 253 305 ------- ------- ------- ------- Income (Loss) Before Income Taxes (152) 1,439 (285) 676 Income Taxes (36) 576 (129) 274 ------- ------- ------- ------- Net income (loss) (116) 863 (156) 402 Retained earnings, beginning of period 9,344 7,611 9,384 8,072 ------- ------- ------- ------- Retained earnings, end of period $ 9,228 $ 8,474 $ 9,228 $ 8,474 ======= ======= ======= ======= Net income (loss) per share $ (.07) $ .55 $ (.10) $ .26 ======= ======= ======= ======= See accompanying condensed notes to condensed consolidated financial statements. BONTEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars In Thousands) (unaudited) Nine Months Ended March 31, 1998 1997 Cash Flows from Operating Activities: Cash received from customers $ 35,182 $ 38,081 Cash paid to suppliers and employees (34,712) (34,924) Interest received 68 62 Interest paid (846) (1,026) Income taxes paid, net of refunds 190 (106) ------- ------- Net cash provided by operating activities (118) 2,087 ------- ------- Cash Flows from Investing Activities: Acquisition of property, plant and equipment (1,382) (1,651) ------- ------- Net cash used in investing activities (1,382) (1,651) ------- ------- Cash Flows from Financing Activities: Increase (decrease) in short-term borrowings, net 1,229 (594) Long-term debt incurred 330 2,551 Principal payments on long-term debt and capital lease obligations (446) (1,867) ------- ------- Net cash provided by financing activities 1,113 90 ------- ------- Effect of Exchange Rate Changes on Cash (179) (145) ------- ------- Net Increase (Decrease) in Cash and Cash Equivalents (566) 381 Cash and Cash Equivalents at Beginning of Year 1,373 715 ------- ------- Cash and Cash Equivalents at End of Year $ 807 $ 1,096 ======= ======= Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income (loss) $ (116) $ 863 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 974 911 Provision for bad debts 170 177 Deferred income taxes (184) 529 Change in assets and liabilities: Decrease in trade accounts and other receivables 2,440 1,258 Increase in inventories (1,722) (908) Increase in other assets (727) (310) Decrease in accounts payable and accrued expenses (1,385) (451) Increase in income taxes 334 10 Increase in other liabilities 98 8 ------- ------- Net cash provided by operating activities $ (118) $ 2,087 ======= ======= See accompanying condensed notes to condensed consolidated financial statements. BONTEX, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 AND JUNE 30, 1997 (Unaudited) 1. The accompanying unaudited condensed consolidated financial statements have been prepared by Bontex, Inc. and its subsidiaries (the "Company") in accordance with generally accepted accounting principles for interim financial reporting information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all material adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown, have been included. Operating results for interim periods are not necessarily indicative of the results for the full year. The unaudited condensed consolidated financial statements and condensed notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 1997. 2. The condensed consolidated balance sheets include the following related to European subsidiaries: March 31, June 30, 1998 1997 1997 (Dollars in Thousands) Current assets $ 12,954 $ 13,311 $ 14,284 Total assets 18,230 18,755 19,801 Current liabilities 12,267 13,157 13,882 Total liabilities 13,991 14,850 15,656 Stockholders' equity 4,239 3,905 4,145 The condensed consolidated statements of income include the following related to European subsidiaries: Nine Months Ended Three Months Ended March 31, March 31, 1998 1997 1998 1997 (Dollars in Thousands) Net Sales $ 19,147 $ 21,026 $ 6,275 $ 7,585 Net income 357 565 3 368 BONTEX, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 AND JUNE 30, 1997 (Unaudited) 3. The last in, first out (LIFO) method of inventory pricing is used by the United States company. Inventories of the European subsidiaries are valued at the lower of cost or market using the first-in, first-out (FIFO) and weighted average bases. Inventories are summarized as follows: March 31, June 30, 1998 1997 1997 (Dollars in Thousands) Finished goods $ 3,797 $ 3,341 $ 2,908 Raw Materials 2,650 2,204 2,067 Supplies 734 635 646 ------ ------ ------ Inventories at FIFO and weighted average cost 7,181 6,180 5,621 ------ ------ ------ LIFO reserves (295) (379) (345) ------ ------ ------ $ 6,886 $ 5,801 $ 5,276 ====== ====== ====== 4. Material changes in reported financial instruments and market risks since the most recent fiscal year end report of June 30, 1997 are presented as follows: During the first quarter of fiscal year 1998, the Company began on a limited basis to manage its exposure to pulp price changes with pulp futures. In accordance with hedge accounting, gains or losses will be recorded as a component of the underlying inventory purchase, since these contracts effectively meet the risk reduction and correlation criteria. Gains or losses on hedges that are terminated prior to the execution of the inventory purchase are recorded in inventory until the inventory is sold. The following table provides certain information regarding the Company's pulp inventory and futures contracts that are sensitive to changes in pulp prices. For inventory, the table presents the carrying amount and fair value at March 31, 1998. For futures contracts, all of which mature within the next year, the table presents the notional amounts and fair value at March 31, 1998. Balance Sheet Commodity Pulp Position and Related Derivatives Held for Other Than Trading (dollars in thousands) at March 31, 1998: Carrying Amount Fair Value Pulp Inventory $ 1,835 $ 1,835 Futures Contacts (Long) $ 1,403 $ 1,207 Market risk is defined as the risk of loss arising from adverse changes in market rates and prices. The disclosures provide certain forward looking information concerning potential exposures to market risk. By its nature, such forward looking information is an estimate of what could occur in the future and is dependent on model characteristics and assumptions. As a result, actual gains or losses will differ from those reported. The above value at risk (VAR) disclosure does not fully reflect the potential net market risk exposure because other market risk exposures may exist in other transactions and other financial instruments. 5. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share." SFAS No. 128 establishes new standards for computing and presenting earnings per share ("EPS") and requires restatement of prior years' EPS data previously presented. Adoption of SFAS No. 128 by the Company at December 31, 1997 did not have any effect on current or prior years' EPS data presented due to BONTEX, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 AND JUNE 30, 1997 (Unaudited) the minimal impact of the potential dilution that could occur if outstanding stock options were exercised. Basic net income per share calculations are based on common shares outstanding of 1,572,824 shares for all periods. Diluted net income per share calculations are based on weighted-average common shares outstanding of 1,588,784 shares for all periods in fiscal year 1998. For purposes of diluted net income per share in fiscal year 1997, there were no common stock options outstanding in the periods presented. Stock options that could potentially dilute basic EPS in the future that were not included in the computations of diluted EPS because to do so would have been antidilutive for the periods presented totaled 40,000. 6. Stock option activity during the nine months ended March 31, 1998 is as follows: Number of Weighted-Average Shares Exercise Price Balance at June 30, 1997 80,000 $ 4.50 Granted 40,000 5.63 ------- ------ Balance at March 31, 1998 120,000 $ 4.88 ======= ====== At March 31, 1998, there were no additional shares available for grant under the Company's Stock Option Plan. BONTEX, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS AND THREE MONTHS ENDED MARCH 31, 1998 (Unaudited) Except for historical data set forth herein, the following discussion contains certain forward-looking information. The Company's actual results may differ significantly from the projected results. Factors that could cause or contribute to such differences include, but are not limited to, level of sales to key customers, actions by competitors, fluctuations in the price of primary raw materials and foreign currency exchange rates and political and economic instability in the Company's markets. RESULTS OF OPERATIONS The results of operations for the first nine months of fiscal 1998 are significantly lower than last year. During the first nine months of fiscal 1998, the Company generated a consolidated operating income of $679,000 and a net loss of $(116,000) or $(.07) per share, as compared to the prior year first nine months operating income of $2.4 million, and net income of $863,000 or $.55 per share. Consolidated net sales for the first nine months decreased $3.8 million or 10.5 percent to $32.1 million, as compared to the corresponding period last year. If exchange rates had not changed, net sales would have decreased by $480,000 or 1.3 percent. The overall decrease in net sales, excluding the effects of translation adjustments, was mainly due to the decline in sales to Asian and North and South American markets. There are several factors adversely impacting the Company's sales. First, the financial situation in Asia has resulted in a decline in demand for footwear products in that region of the world, as described in further detail in the Financial Situation in Asia section. Furthermore, it has been well publicized that the world's largest athletic footwear company has excessive inventory levels globally, which has had a significant negative impact on the overall market. The athletic footwear category represents one of the largest footwear segments globally. Additionally the year's winter was somewhat more mild than usual in North America and Europe, which has had a negative impact on sales of footwear at the retail level. The third quarter of fiscal 1998 was not a positive quarter as compared to the prior year. During the third quarter, consolidated net sales decreased $2.7 million or 20.3 percent to $10.4 million; operating income decreased $1 million to a loss of $32,000; and net income declined to a loss of $(156,000) or $(.10) per share from net income of $402,000 or $.26 per share last year. Gross profit as a percentage of net sales (i.e., Gross Margin) for the first nine months of fiscal 1998 decreased compared to the same period last year from 31.6 to 29.0 percent. This drop in gross margin is mainly due to higher pulp costs and lower sales. The company's profitability is volume sensitive. Selling General & Administrative (SG&A) expenses as a percent of net sales increased from 25.0 percent to 26.9 percent, as compared to the corresponding prior year. The increase in SG&A percentage is mainly due to sales declining at a higher rate than related expenses. FINANCIAL CONDITION Management believes that the consolidated financial condition of the Company remains positive. Due to the operating loss and currency translation adjustments, consolidated equity decreased $378,000 from June 30, 1997 and totaled $11.1 million at the end of March, 1998. From June 30, 1997 to March 31, 1998, working capital decreased to $2.2 million from $3.0 million, because of a decrease in trade account receivables, negative operating results, capital additions and foreign currency exchange fluctuations. The fluctuations in foreign currency exchange rates resulted in a translation decrease of $2.0 million in total assets as compared to June 30, 1997. The cash balance mainly reflects the Company's financing and hedging position at European Operations. Trade accounts receivables decreased from June 30, 1997 to March 31, 1998 by $3.3 million to $10.3 million, mainly because of the collection of higher sales from the fourth quarter of fiscal 1997, lower sales in fiscal 1998 and foreign currency translation adjustments. Inventories at March 31, 1998 increased $1.6 million to $6.9 million, as compared to June 30, 1997, mainly due to the forward purchasing of certain raw materials to defer anticipated price increases. The $485,000 increase in total property, plant and equipment from June 30, 1997 to March 31, 1998 is largely due to additions relating to an environmentally mandated project for air treatment, flood control and other process equipment projects at the Company's manufacturing facilities. The increase in other current assets relates to the deposits held by brokers for pulp futures. These deposits did not exist last year because the Company did not utilize pulp futures for hedging purposes. As a result of the decrease in various financial ratios, the Company is not in compliance with certain debt covenants relating to a credit facility. Management is currently working with the lender to revise the ratios to levels that will result in compliance at June 30, 1998, when the lender verifies ratios per the loan agreement. FINANCIAL INSTRUMENTS The Company utilizes derivatives and other financial instruments in the normal course of business. By their nature, all such instruments involve risk, and the Company's maximum potential loss may exceed amounts recorded in the balance sheet. The Company is exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, interest rates and commodity prices. In the past, the Company has primarily used such derivative financial instruments for the purpose of hedging only currency and interest rates exposures. For further information concerning the aforementioned financial instruments, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 1997. As part of the Company's Risk Management Program, the Company has explored various alternatives to manage its exposure to highly volatile pulp prices, the primary raw material for the Company's cellulose products. Historically, the Company's primary method of hedging its exposure to pulp price changes was through forward purchasing. During the previous several months, the Company has investigated the new futures market for pulp. In connection with purchasing pulp for future manufacturing requirements, the Company has entered into a number of pulp futures contracts, as management deemed appropriate, to reduce the effects of price fluctuations. Additionally, the Company has used certain contracts to fix latex cost. Bontex is in the process of closing out a number of these contracts without physical delivery. There is a possibility that there could be some financial considerations due to this situation, however, it is too early to quantify an amount. Management expects to resolve this situation in the near future. These financial exposures are monitored and managed by the Company as an integral part of its overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company's results. FINANCIAL SITUATION IN ASIA The financial situation in Asia relates to the recent Asian currency and economic crisis. During the previous several months, the currencies of a number of key Asian countries, including Korea, Indonesia and Thailand, have devalued, resulting in an economic slowdown. Asia is the largest market for Bontex type products, as over 68 percent of the world's footwear is manufactured in Asia. Over the previous three years, approximately a third of the Company's consolidated sales have been derived from customers in Asia. Accordingly, the deteriorating situation in Asia will continue to negatively impact the Company's operations. In assessing the overall impact of the situation in Asia, management believes sales and profits will decrease in the near term, because of, among other things, falling demand for footwear products sold in Asia. Management cannot at this time accurately quantify the adverse impact of the situation in Asia on the Company's sales and profitability. Management's assessment is based on a number of relevant sources, including information from key customers, current sales trends, and other industry sources. YEAR 2000 ISSUE The Year 2000 issue relates to computer programs using two digits rather than four to define the applicable year. Date-sensitive software using a date "00" may recognize the year as 1900 rather than the year 2000, which may result in system failures or miscalculations causing disruptions of operations, including, among other things, temporary inability to process transactions, send invoices, or engage in similar normal business activities. Based on a recent assessment, the Company believes that there are no material adverse implications to the operations of the Company concerning the Year 2000 Issue. However, as part of the Company's planned capital projects, the Company is in the process of upgrading its computer system and software. The total cost of the project, which will be capitalized, is estimated to approximate $160,000, and the Company plans to have the computer project completed before December 31, 1999. The cost of the project and the date on which the Company plans to complete the system upgrade is based on management's best estimates. However, there can be no guarantee that these estimates will be achieved, and actual results could differ significantly from those plans. Furthermore, the Company may be vulnerable to third parties' failure to remediate their own Year 2000 Issue. The Company has initiated communication with significant suppliers and large customers to assess the Year 2000 Issue. There can be no guarantee that the systems of other companies on which the Company's systems rely will be timely converted or that a failure to convert by a supplier, customer or other third party, or a conversion that is incompatible with the Company's systems, would not have a material adverse effect on the Company and its operations. ACCOUNTING PRONOUNCEMENTS There have been no other accounting pronouncements issued during the period that would have a material effect on the consolidated financial position, results of operation or liquidity of the Company. PART II. OTHER INFORMATION BONTEX, INC. FORM 10-Q Item 1. Legal Proceedings On March 17, 1998, a Complaint was filed in the Superior Court of New Jersey, Law Division, Essex County, by Patricia Surmonte Tischio, a director of Bontex, Inc. (the "Company"), against the Company, James C. Kostelni, the President and Chief Executive Officer of the Company, and Mr. Kostelni's spouse. Both Mrs. Tischio and Mrs. Kostelni are daughters of the Company's founder and serve as co-executors and co-trustees of, and are designated beneficiaries under, an estate and certain trusts which, in the aggregate, beneficially own approximately 43 percent of the Company's outstanding common stock. Mrs. Tischio's Complaint sets out various counts relating to the defendants' alleged breach of and/or interference with an alleged contract relating to Mr. Tischio's employment with the Company and seeks unspecified damages and declaratory and other relief. Management believes that Mrs. Tischio's claims are without merit and intends to vigorously defend the lawsuit. Mrs. Tischio also has notified the Company's Board of Directors that she expects to take part in separate litigation in the near future to enforce her separate rights as a Company shareholder. Mrs. Tischio has complained to the Board of Directors of mismanagement and misconduct on the part of Mr. Kostelni and certain other Company officers and directors. In response to these allegations, the Company has formed a special committee of independent directors, which engaged independent counsel, to investigate Mrs. Tischio's allegations. This special committee has not yet issued its written report to the Board, but is expected to do so before year-end. Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 3(i) Bylaws of the Company, as amended. 27 Financial Data Schedule. (b) Report on Form 8-K: Form 8-K dated March 6, 1998 relating to listing status of Bontex, Inc's common stock on the Nasdaq National Market. 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. BONTEX, INC. (Registrant) 5-13-98 s/James C. Kostelni - -------------- --------------------------- (Date) James C. Kostelni Chairman of the Board and President 5-13-98 s/Charles W.J. Kostelni - -------------- --------------------------- (Date) Charles W.J. Kostelni Corporate Controller and Corporate Secretary EXHIBIT INDEX 3(i) Bylaws of the Company, as amended 27 Financial Data Schedule