<PAGE>
 
                       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
<PAGE>
 
                            BCT INTERNATIONAL, INC.


                                     INDEX

<TABLE>
<CAPTION>

                                                                                                     PAGE
                                                                                                    NUMBER
<S>                                                                                                 <C>       
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 
 
</TABLE> 
<PAGE>
 
                        PART I.    FINANCIAL STATEMENTS

                            BCT INTERNATIONAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                (000's omitted)
<TABLE>
<CAPTION>
 
ASSETS                                                                    November 30, 1996   February 29, 1996
------                                                                    ------------------  ------------------
<S>                                                                       <C>                 <C>
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
                                                                               ========             ========
 
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>
 
                            BCT INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                                (000's omitted)
<TABLE>
<CAPTION>
 
 
                                         Nine Months Ended        Three Months Ended
                                             November 30             November 30
                                          1996      1995            1996      1995 
                                        --------  --------         -------  -------
<S>                                     <C>       <C>              <C>      <C>    
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
                                        =======    =======          ======   ======
</TABLE> 
 

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
 
                            BCT INTERNATIONAL, INC.
                    COMPUTATION OF EARNINGS (LOSS) PER SHARE
                                  (UNAUDITED)
                 (000's omitted, except for per share amounts)

<TABLE>
<CAPTION>
 
 
                                                Nine Months Ended                 Three Months Ended
                                                  November 30                         November 30
                                              1996            1995                 1996          1995
                                           ----------      ---------             --------      --------
<S>                                        <C>             <C>                   <C>           <C> 
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
                                           ==========      =========             ========      ======== 
 
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>
 
                            BCT INTERNATIONAL, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      NINE MONTHS ENDED NOVEMBER 30, 1996
                                  (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 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
                                    =========  ==========   ========  ==========  ==========   =========


</TABLE>
           See notes to condensed consolidated financial statements.

                                       5
<PAGE>
 
                            BCT INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                Nine months ended
                                                                                   November 30
                                                                                1996           1995
                                                                           -------------  --------------
<S>                                                                        <C>            <C>
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
                                                                           =============  ==============
</TABLE>

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
<PAGE>
 
                            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
<PAGE>
 
                    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
<PAGE>
 
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
<PAGE>
 
                                  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