Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
Commission File Number 33-98404
T.J.T., INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 82-0333246
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
843 NORTH WASHINGTON, P.O. BOX 278, EMMETT, IDAHO 83617
(Address of principal executive offices)
(208) 365-5321
(Registrant's telephone number)
- -------------------------------------------------------------------------------
Securities registered under Section 12 (b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, $.001 par value Nasdaq SmallCap Market
Redeemable Common Stock Purchase Warrants
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, $.001 par value
(Title of class)
Redeemable Common Stock Purchase Warrants
(Title of class)
- -------------------------------------------------------------------------------
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 [ ]
Exhibit Index on Page 31
Page 1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Registrant's revenues for the fiscal year ended September 30, 1999 were
$34,642,000.
Based on the stock's closing price of $1.00 on November 30, 1999, non-affiliated
market capital was approximately $2,307,786.
As of November 30, 1999, there were 4,854,739 shares of the registrant's $.001
par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's definitive proxy statement to be dated on or after January
2000, for use in connection with the annual meeting of stockholders to be held
on February 22, 2000, portions of which are incorporated by reference into Part
III of the Form 10-K.
Page 2
PART I
ITEM 1. BUSINESS
ITEM 1(a). GENERAL DEVELOPMENT OF BUSINESS
FORWARD LOOKING STATEMENTS AND RISK FACTORS
This Form 10-K contains certain forward-looking statements which are
based on management's current expectations including, but not limited to,
general economic conditions; changes in interest rates; deposit flows; real
estate values and competition; changes in accounting principles, policies or
guidelines; changes in legislation or regulations; and other economic,
competitive, governmental, regulatory and technological factors affecting the
Company's operations, pricing, products and services.
THE COMPANY
T.J.T. was established in 1977 and was incorporated in the state of
Washington on December 13, 1994. The Company's corporate office is located at
843 N. Washington Street, Emmett, Idaho 83617.
The Company has recycling and distribution locations in Emmett, Idaho;
Centralia, Washington; Salem, Oregon; Woodland, California; Phoenix, Arizona;
and, Platteville, Colorado. The Company also manufactures hanger parts in
Eugene, Oregon which are used by the manufactured housing producers to attach
axles to homes.
T.J.T., Inc. has three business lines: repairing and reconditioning
axles and tires for the manufactured housing industry; distribution of
after-market accessory products to manufactured housing dealers and set-up
contractors; and, real estate investment and development on a limited basis.
RECENT EVENTS
On January 1, 1999 the Company purchased Ford's Tires and Axles located
in Phoenix, Arizona for $275,000. The Company acquired cash of $24,000, accounts
receivable of $84,000, inventory of $317,000 and equipment of $102,000. The
Company assumed liabilities of $710,000. Based on the purchase price of
$275,000, goodwill was recorded at $458,000.
The Company sold a retail distribution location in Bend, Oregon on
January 11, 1999. The sale included fixed assets and inventory for a deferred
sales price of $194,795, the purchaser's obligation is secured by inventory and
accounts receivable with monthly payments of $2,650 over ten years with an
interest rate at prime plus two percent. For fiscal 1999, the Bend location
recorded sales of $206,000 and an operating loss of $7,000. The location lacked
sufficient sales volume to justify continuing a market presence.
AXLE AND TIRE RECONDITIONING
The Company buys used axles and tires from manufactured housing dealers
which are detached from the manufactured homes after they are placed on a pad or
foundation. TJT also buys used axles and tires from independent brokers.
Page 3
The used axles and tires are dismantled at the Company's recycling
facilities. All major parts are inspected, cleaned and replaced as required.
Approximately 30 axles are rebuilt for each eight man-hour shift. Tires are
graded and repaired. Axles and tires are then sold to manufactured housing
factories. Each axle and tire assembly is used and recycled approximately three
times a year.
Sales of reconditioned axles and tires were 76 percent, 76 percent and
73 percent of total revenues for the years ended September 30, 1999, 1998, and
1997, respectively.
REGULATORY MATTERS
HUD regulations govern the maximum load limit per tire, which in turn
dictates the number of axles needed to transport a manufactured home. The number
of axles required to transport a manufactured home averages approximately six
axles. HUD requires periodic inspection at the recycling facility by an approved
third party inspector.
ACCESSORIES AND SIDING DISTRIBUTION
T.J.T., Inc. sells manufactured housing accessories such as vinyl
skirting, piers, and other ancillary products to manufactured housing dealers
and set-up contractors. The Company sells vinyl siding, tubular skylights and
water filters to the site-built housing market and manufactured housing
factories.
Sales of accessories were 24 percent, 24 percent and 27 percent of
total revenue for the years ended September 30, 1999, 1998 and 1997,
respectively.
TARGET MARKET
The Company's target market is the manufactured housing industry and
the site-built construction industry. The Company sells to manufactured housing
factories, manufactured housing dealers, set-up contractors, and site-built
contractors and remodelers. The Company's major customers are manufactured
housing factories. Two factories represented more than ten percent of sales, one
with 20 percent, the other with 14 percent of total sales during fiscal 1999.
The Company has no single supplier of axles and tires or accessories that
represents ten percent or more of total purchases.
COMPETITION
AXLES AND TIRES
The Company operates in Idaho, Oregon, Washington, California,
Colorado, Utah, Nevada, Montana, Arizona, Texas and Wyoming. In that
eleven-state market area, price competition is intense for both the purchase and
sale of axles and tires. The Company has two major competitors within its market
area. The Company competes based on reputation, reliability and service.
ACCESSORIES AND SIDING
The Company competes for accessory and siding sales with building
materials distributors and recreational vehicle wholesale suppliers which are
numerous in all of the Company's market areas.
Page 4
REAL ESTATE INVESTMENT AND DEVELOPMENT
The Company invests in real estate held for resale. The Company
considers development of real estate on a limited basis. The Company primarily
selects unimproved land for investment opportunities.
INDUSTRY OVERVIEW
Production of manufactured housing was stronger than related sales of
manufactured housing to home buyers from November 1998 to June 1999. This
unusually strong production rate has created excessive retail inventories of
manufactured homes which should slow industry-wide revenues in the near term.
A slow-down in the industry should increase the supply of used axles
and tires resulting in lower purchase costs. The Company expects to take
advantage of the lower costs by expanding market share and increasing overall
sales through efficient operation and superior service.
PERSONNEL
As of December 20, 1999, the Company had a total of 145 employees.
ITEM 2. PROPERTIES
The Company leases nine properties and owns two properties. The two
properties owned by the Company are an 11,360 square foot warehouse in Emmett,
Idaho and a 9,000 square foot processing facility in Platteville, Colorado.
The Company leases four properties totaling 145,000 square feet in
Emmett, Idaho. Three of the leased properties totaling 82,000 square feet are
leased from T.J.T. Enterprises (1)(4) and one property totaling 63,000 square
feet is leased from Sheldon-Homedale Family, L.P. (2)(4). Two properties
totaling 64,000 square feet are located in Oregon. One property, located in
Centralia, Washington totaling 593,000 square feet is leased from MBFI, Inc.
(3)(4). One property located in Woodland, California totaling 44,000 square
feet, is leased from Ulysses B. Mori (4). One property located in Phoenix,
Arizona totals 131,000 square feet.
(1) T.J.T. Enterprises is a partnership consisting of Terrence Sheldon,
President and Chief Executive Officer of the Company, and Jerry L. Radandt, a
former officer of the Company. Mr. Sheldon and Mr. Radandt are equal partners in
T.J.T. Enterprises.
(2) Sheldon-Homedale Family, L.P. is a partnership owned by the Terrence
Sheldon family. Terrence Sheldon, President and Chief Executive Officer of the
Company, is a five percent owner and general partner of Sheldon-Homedale, L.P.
(3) MBFI, Inc. is a corporation owned by the Patricia Bradley family.
Patricia I. Bradley, a Director of the Company, owns approximately 95 percent of
MBFI, Inc.
(4) The Company believes that the lease terms obtained from T.J.T.
Enterprises, Sheldon-Homedale Family, L.P., MBFI, Inc., and Ulysses B. Mori,
Senior Vice President of the Company, are as favorable as unaffiliated third
party terms available to the Company.
Page 5
ITEM 3. LEGAL PROCEEDINGS
There were no material legal proceedings to report at fiscal year end 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Shareholders were not asked to vote on any matters during the quarter ended
September 30, 1999.
Page 6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock and Redeemable Common Stock Purchase
Warrants are registered on the Nasdaq SmallCap Market under the symbol "AXLE"
and "AXLEW." The table below shows the high and low sales prices of the Common
Stock and the Warrants for each of the last eight fiscal quarters:
Quarter Quarter Quarter Quarter
Ended Ended Ended Ended
9/30/99 6/30/99 3/31/99 12/31/98
------------- ------------- -------------- -------------
Common Stock:
High 1 1/4 1 3/8 1 5/16 1 3/8
Low 1 3/4 1 1
Quarter-end 1 1/64 1 3/32 1 1 1/16
Warrants:
High 3/32 1/8 1/8 1/8
Low 1/32 1/32 1/32 1/32
Quarter-end 1/32 1/16 1/32 1/16
Quarter Quarter Quarter Quarter
Ended Ended Ended Ended
9/30/98 6/30/98 3/31/98 12/31/97
------------- ------------- -------------- -------------
Common Stock:
High 1 15/16 1 15/16 2 1/8 2 5/16
Low 1 1/16 1 7/16 1 1 9/16
Quarter-end 1 5/32 1 3/4 1 13/16 1 9/16
Warrants:
High 1/4 5/16 3/8 15/32
Low 1/16 5/32 5/32 7/32
Quarter-end 1/16 3/16 1/4 7/32
The table below shows the approximate number of record holders of the
Company's Common Stock and Warrants at December 20, 1999:
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock, $.001 par value 838
Redeemable Common Stock Purchase Warrants 915
TJT has never paid dividends to shareholders and does not expect to pay
dividends in the foreseeable future. The Company intends to use future earnings
for reinvestment in its business and to repurchase TJT common stock. The Board
of Directors will determine whether cash dividends will be paid in the future
and payment of any dividends will be dependent on the Company's financial
Page 7
condition, results of operations, capital requirements and other such factors as
the Board of Directors deems relevant.
ITEM 6. SELECTED FINANCIAL DATA
Fiscal Year Ended September 30
(Dollars in thousands except per share amounts)
1999 1998 1997 1996 1995
-------- ------ -------- ------- --------
Operating data:
Sales 34,642 34,073 25,441 12,656 12,275
Cost of goods sold 28,446 27,946 21,004 10,349 10,173
Selling, general and 6,369 5,402 3,802 1,986 1,713
administrative expenses
Net income(loss) (207) 446 477 318 248
Share data
Net income (loss) (.04) .09 .11 .10 .10
Weighted average shares 4,773,731 4,844,704 4,514,679 3,335,039 2,547,998
outstanding
Balance sheet data:
Cash 129 204 835 2,737 1
Current assets 6,265 6,606 6,306 5,591 2,740
Property, plant & equipment, 1,862 1,944 1,318 511 506
net
Total assets 11,338 11,054 10,140 6,998 3,546
Current liabilities 2,311 1,929 1,470 647 1,048
Long-term liabilities 189 196 199 127 182
Shareholder's equity 8,838 8,929 8,471 6,224 2,316
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
T.J.T., Inc. has three business lines: axle and tire reconditioning,
accessories and siding distribution, and real estate investment and development.
Axle and tire reconditioning historically accounts for approximately 75
percent of consolidated sales. Axles and tires are purchased from manufactured
homes dealers and reconditioned in six locations in the western United States.
After axles and tires are reconditioned and certified, they are sold to
manufactured housing factories.
Axle and tire reconditioning is performed at the Company's locations in
Emmett, Idaho; Centralia, Washington; Salem, Oregon; Woodland, California;
Platteville, Colorado; and Phoenix, Arizona. The Company maintains a
manufacturing facility in Eugene, Oregon which manufactures metal hanger parts
for attaching axles to manufactured homes and accessory parts used in the set-up
of manufactured homes on-site.
The Company sells accessories to manufactured home dealers. The major
product lines are vinyl skirting, piers, and related products through the
Company's distribution channels which comprise 645 dealers. The Company also
sells vinyl siding to the site-built construction industry out of its Emmett
location.
Page 8
The Company purchases real estate for investment purposes. The real
estate is held for resale. As of September 30, 1999, the book value of real
estate held for resale was $600,000. Subsequent to September 30, 1999, the
Company purchased real estate at a cost of $450,000 funded by the credit line;
$70,000 in sales have been closed from the property purchased. Management
intends to sell presently-held real estate by September 30, 2000. Management
believes future costs will be too high relative to income from investment
properties and does not intend to aggressively pursue real estate investments in
the near future.
ACQUISITIONS AND SALES
In July 1998, the Company entered into an agreement to purchase Ford's
Tires and Axles located in Chandler, Arizona. As part of the purchase agreement,
the Company also agreed to manage Ford's Tires and Axles. On January 1, 1999 the
Company purchased Ford's Tires and Axles for $275,000. The Company acquired cash
of $24,000, accounts receivable of $84,000, inventory of $317,000 and equipment
of $102,000 and assumed liabilities of $710,000. Based on the purchase price of
$275,000, goodwill was recorded at $458,000.
The Company sold a retail distribution location in Bend, Oregon on
January 11, 1999. The sale included fixed assets and inventory for $194,795,
secured by inventory and receivables with monthly payments of $2,650 over ten
years with an interest rate at prime plus two percent. For fiscal years 1999 and
1998, the Bend location had sales of $206,000 and $593,000 and an operating loss
of $7,000 and $84,000, respectively.
PERFORMANCE OVERVIEW
The Company's operations resulted in a net loss for the fiscal year
ended 1999 of $207,000 versus net income of $446,000 and $477,000 for the fiscal
years ended 1998 and 1997, respectively.
Loss per share in 1999 was $(.04) compared to income of $.09 and $.11
per share in 1998 and 1997. The average shares outstanding decreased 1.5 percent
in 1999. The Company has a stock repurchase program in place that authorizes the
Company to purchase up to 740,000 shares. The Company purchased 268,893 shares
during fiscal year 1999.
Net sales were $34,642,000 in 1999, an increase of $569,000 from 1998
and an increase of $9,201,000 from 1997. The sales contribution of the
acquisition of Ford's Tires and Axles was $2,604,000 through nine months of
operations. Increased competition in the Company's axle and tire business line
resulted in a sales decrease of $2,035,000 on existing operations outside the
Ford acquisition from the same period of 1998.
Total assets increased to $11,338,000 at September 30, 1999 compared to
$11,054,000 at September 30, 1998. Total equity was $8,838,000 at September 30,
1999, a decrease of $91,000. Change in equity resulted from a reduction of
retained earnings of $207,000, an increase of treasury stock of $278,000 and
reduction of stock subscription receivables of $394,000.
page 9
RESULTS OF OPERATIONS
The following table summarizes the Company's revenues and expenses by
major categories as a percent of sales for 1999, 1998 and 1997:
1999 1998 1997
- ---------------------------------------------------------------------------------------------------
Axle and tire reconditioning 75.5% 75.8% 73.1%
Manufactured housing accessories and siding 24.4 24.2 26.9
Investment property income 0.1 - -
Gross margin 17.9 18.0 17.4
Selling expense 13.4 9.2 9.2
Administrative expense 5.0 6.6 5.7
Interest income (expense) 0.0 0.2 0.4
Other expense 0.2 - -
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Axles and Tires: 1999 1998 1997
------ ------ ------
Operating revenue 26,166 25,816 18,610
Cost of goods 22,431 21,943 15,651
Gross profit 3,735 3,873 2,959
Selling, general administrative expense 3,679 3,092 1,753
Operating income (loss) 56 781 1,206
Accessories and Siding:
Operating revenue 8,441 8,257 6,831
Cost of goods 6,015 6,003 5,353
Gross profit 2,426 2,254 1,478
Selling, general administrative expense 2,618 2,310 2,049
Operating income (loss) (192) (56) (571)
Investment Property:
Operating revenue 35 - -
Cost of goods - - -
Gross profit 35 - -
Selling, general administrative expense 72 - -
Operating income (loss) (37) - -
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Axle and tire sales increased $350,000. The acquisition of Ford Tires
and Axles of Phoenix, Arizona contributed $2.6 million to sales. After adjusting
out the Ford acquisition, sales decreased $2.3 million for fiscal year 1999
versus the same period 1998. The loss incurred by the Arizona acquisition was
approximately $450,000 due to weak axle and tire sales performance and high
selling and administrative costs. The Company's Colorado location also posted
weaker than expected sales of tires and axles and lost approximately $575,000.
The gross profit margin of axles and tires decreased 0.7 percent as a result of
higher costs of axles and tires. Shortages of used axles and tires were replaced
by purchases from wholesalers outside of the Company's market area at higher
cost. The gross margin in Arizona, California and Colorado has been impacted by
higher purchase costs of used tires and axles and competitive pricing pressure
on factory sales.
Sales of accessories increased $184,000 during fiscal 1999, a two
percent increase over 1998. Sales of accessories resulting from the Arizona
acquisition accounted for only $9,000 of the $184,000
Page 10
increase. The gross margin increased 1.4 percent in fiscal year 1999 over fiscal
year 1998. The operating loss increased to $192,000 in 1999 from $56,000 in 1998
as a result of increased selling expense incurred from startup costs in Arizona
and Colorado.
Investment real property operating loss was $37,000. Upon receiving
additional cash deposits relating to underlying notes from the sale of
investment property, the Company will be able to record deferred gains of
approximately $125,000.
Overall gross profit was $6,196,000 for the year which contributed to a
gross margin of 17.9 percent which was virtually unchanged from 1998. Declining
axle and tire margins were offset by increased sales of higher margin dealer
accessories.
Total selling and administrative expense increased $967,000 or 18
percent from last year. $452,000 of the increase was due to the acquisition of
Ford's Tires and Axles. Selling expenses also increased at the Company's
Colorado location and administrative expenses increased due to professional fees
for systems upgrades.
SEASONALITY
The manufactured housing industry and the site-built construction
industry are seasonal within the majority of the Company's market area.
Typically, sales for the months from November through March are lower than for
other months due to weather and ground conditions. Assuming normal weather
conditions, the Company expects the quarters ended September 30 and June 30 to
be higher volume quarters and the quarter ended March 31 to be the lowest volume
quarter. The following table summarizes operating results by quarter and
demonstrates the seasonal nature of TJT's operations:
December 31 March 31 June 30 September 30
----------- -------- ------- ------------
(Unaudited, dollars in thousands)
Fiscal year ended 1999
Net sales $8,299 $8,636 $9,358 $8,349
Gross profit 1,455 1,450 1,762 1,529
Operating income (loss) 94 (162) 119 (224)
Net income (loss) 49 (121) 58 (193)
Fiscal year ended 1998
Net sales $ 8,093 $ 7,249 $ 9,196 $ 9,535
Gross profit 1,545 1,427 1,521 1,634
Operating income 213 197 203 112
Net income 133 120 122 71
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's principal sources of liquidity have been
cash flow from operations and borrowings under a revolving line of credit with a
bank. As of September 30, 1999, the Company's available credit under the bank
line was $841,000. Subsequent to September 30, 1999, a new agreement was
executed increasing the maximum bank line from $2,000,000 to $3,000,000. The
credit line bears interest at the Federal Funds rate plus 2.60 percent. The line
matures on June 30, 2000 and the Company expects to renew the line at that time.
During fiscal 1999, the Company was in compliance with restrictive covenants
under the operating line agreement.
Page 11
OTHER EVENTS
The Board of Directors authorized a stock repurchase plan of 500,000
shares in May 1999. This plan was in addition to 240,000 additional shares
authorized in November 1998. The shares authorized for repurchase account for
approximately 15 percent of the Company's outstanding stock.
YEAR 2000 DISCLOSURE
Many older computer programs were written using a two-digit year
instead of a four-digit year. As a result, those computer programs may be unable
to process date-sensitive information in the year 2000 and beyond. This
situation, frequently referred to as the Y2K issue, could cause a temporary
disruption of the ordinary course of business.
The Company has assessed its Y2K issues and has modified or changed
systems which were determined to be non-compliant. The Company has also
communicated with material third parties on the status of their Y2K
preparedness. Contingency plans are in place and the Company does not believe
that the Y2K issue will have a material effect on the Company's operations.
As of September 30, 1999 approximately $12,000 has been spent on
hardware and software upgrades related to Y2K, with an estimated $28,000
remaining to be spent prior to December 31, 1999.
COMPANY STRATEGY
The Company focus will be the return to profitability. The Company has
completed its acquisitions and expansions and now has operating locations in six
states. The Company plans to increase its market share of axles and tires in
California, Colorado and Arizona. Management was replaced in California in July
1999 and in Colorado and Arizona in November 1999.
A marketing plan for sales of dealer accessories was fully implemented
in the last quarter of 1999 for Colorado and Arizona which were previously
untapped for most of 1999.
Improvement of gross margins should result from implementation of a
plan to fully utilize Company-wide resources by increasing controls of prices
paid for used axles and tires, improving inventory controls and cash management.
Personnel costs are expected to decrease as a result of a reduction of
the managerial staff and reorganization of reporting lines.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. The statement requires that entities
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. Under current
operations, adoption of SFAS No. 133 is not expected to have a material impact
on the Company's results of operations or financial position. SFAS No. 133 is
effective for the Company's fiscal year ending September 30, 2001.
Page 12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
T.J.T., INC. -- FORM 10-K
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Page
----
Balance Sheets 14
Statements of Income 15
Statements of Cash Flows 16
Statements of Changes in Shareholders' Equity 17
Notes to Financial Statements 18
Report of Independent Accountants 27
Page 13
T.J.T., INC.
BALANCE SHEETS
(Dollars in thousands)
At September 30, 1999 1998
-------------- -------------
Current assets:
Cash and cash equivalents $ 129 $ 204
Accounts receivable and notes receivable (net of
allowance for doubtful accounts of $35 and $38) 1,925 2,111
Income taxes receivable 100 -
Inventories 4,021 3,774
Prepaid expenses and other current assets 90 517
-------------- -------------
Total current assets 6,265 6,606
Property, plant and equipment, net of
accumulated depreciation 1,862 1,944
Notes receivable 572 348
Real estate held for investment 600 390
Deferred charges and other assets 268 326
Goodwill 1,771 1,440
-------------- -------------
Total assets $ 11,338 $ 11,054
-------------- -------------
-------------- -------------
Current liabilities:
Line of credit $ 1,159 $ -
Accounts payable 657 1,117
Accrued liabilities 495 809
Income taxes payable - 3
-------------- -------------
Total current liabilities 2,311 1,929
Deferred income and other noncurrent obligations 160 136
Deferred income taxes 29 60
-------------- -------------
Total liabilities 2,500 2,125
-------------- -------------
Shareholders' equity:
Common stock, $.001 par value; 10,000,000
shares authorized; 4,854,739 shares issued and
outstanding 5 5
Common stock warrants 113 113
Capital surplus 6,068 6,068
Retained earnings 2,974 3,181
Treasury stock (279,800 and 10,907 shares at cost) (322) (44)
Stock subscriptions receivable - (394)
-------------- -------------
Total shareholders' equity 8,838 8,929
-------------- -------------
Total liabilities and shareholders' equity $ 11,338 $ 11,054
-------------- -------------
-------------- -------------
See accompanying notes to financial statements.
Page 14
T.J.T., INC.
STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
For the year ended September 30, 1999 1998 1997
------------- ------------- -------------
Sales (net of returns and allowances):
Axles and tires $ 26,166 $ 25,816 $ 18,610
Accessories and siding 8,441 8,257 6,831
Investment property income 35 - -
------------- ------------- -------------
Total sales 34,642 34,073 25,441
Cost of goods sold 28,446 27,946 21,004
------------- ------------- -------------
Gross profit 6,196 6,127 4,437
Selling, general and administrative expenses 6,369 5,402 3,802
------------- ------------- -------------
Operating income (loss) (173) 725 635
Interest income 14 62 112
Income on investment property (non-operating) - 23 81
Other expense (101) - (1)
------------- ------------- -------------
Income (loss) before taxes (260) 810 827
Income taxes (benefit) (53) 364 350
------------- ------------- -------------
Net income (loss) $ (207) $ 446 $ 477
------------- ------------- -------------
------------- ------------- -------------
Net income (loss) per common share $ (0.04) $ .09 $ .11
Weighted average shares outstanding 4,773,731 4,844,704 4,514,679
------------- ------------- -------------
------------- ------------- -------------
See accompanying notes to financial statements.
Page 15
T.J.T., INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the year ended September 30, 1999 1998 1997
------------ ------------- ------------
Cash flows from operating activities:
Net income (loss) $ (207) $ 446 $ 477
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 792 591 388
(Gain) loss on sale of assets 2 28 (49)
Change in receivables 271 (305) 170
Change in inventory (95) (236) (487)
Change in prepaid expenses and other current assets (146) (264) (56)
Change in accounts payable (646) 501 (638)
Change in other assets and liabilities (86) (83) 423
------------ ------------- ------------
Net cash provided/used by operating activities (115) 678 228
------------ ------------- ------------
Cash flows from investing activities:
Additions to property, plant and equipment (364) (897) (291)
Issuance of notes receivable (3) (46) (24)
Payments on notes receivable 33 121 18
Proceeds from sale of assets - - 18
Land purchased for investment (308) (119) -
Sale of land purchased for investment 56 - 238
Net cash paid for Ford acquisition (251) - -
Net cash paid for Hanger acquisition - (320) -
Net cash paid for Bradley acquisition - - (467)
Net cash paid for Leg-it acquisition - - (371)
Direct acquisition costs (4) (10) (41)
------------ ------------- ------------
Net cash used by investing activities (841) (1,271) (920)
------------ ------------- ------------
Cash flows from financing activities:
Treasury stock transactions (278) (5) (53)
Proceeds from stock subscriptions receivable - 17 59
Proceed from debt 1,505 - -
Payments on debt (346) (50) (1,216)
------------ ------------- ------------
Net cash provided/used by financing activities 881 (38) (1,210)
------------ ------------- ------------
Net decrease in cash and cash equivalents (75) (631) (1,902)
Cash and cash equivalents at October 1 204 835 2,737
------------ ------------- ------------
Cash and cash equivalents at September 30 $ 129 $ 204 $ 835
------------ ------------- ------------
------------ ------------- ------------
Supplemental information:
Interest paid $ 67 $ 14 $ 6
Income taxes paid 81 500 305
Noncash transactions:
Acquisition of property, plant and equipment by capital lease $ 22 $ 40 $ -
Issuance of stock for business combinations - - 1,764
Accrued consulting costs - - 348
Sale of land by issuance of note receivable 98 - -
Reaquisition of investment property by cancellation of note receivable 38 - -
Sale of Bend, Oregon location by note receivable 195 - -
Offset of subscription receivable against accrued payable 294 - -
Write off of subscription receivable 100 - -
See accompanying notes to financial statements.
Page 16
T.J.T., INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Dollars in thousands)
Common Stock
Common Stock Capital Retained Treasury Subscriptions
Stock Warrants Surplus Earnings Stock Receivable
--------- --------- ---------- ---------- --------- -------------
Balance at October 1, 1996 $ 3 $ 113 $ 4,320 $ 2,258 $ - $ (470)
Issuance of 940,000 common shares for
acquisition of Bradley Enterprises, Inc. 1 - 1,380 - - -
Payments on stock subscriptions receivable - - - - - 59
Issuance of 291,176 common shares for
acquisition of Leg-it Tire Co., Inc. 1 - 382 - - -
Treasury stock transactions - - (14) - (39) -
Net income - - - 477 - -
- -----------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1997 5 113 6,068 2,735 (39) (411)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Payments on stock subscriptions receivable 17
Treasury stock transactions - - - - (5) -
Net income - - - 446 - -
- -----------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1998 5 113 6,068 3,181 (44) (394)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Changes in stock subscription receivable - - - - - 394
Treasury stock transactions - - - - (278) -
Net loss - - - (207) - -
- -----------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1999 $ 5 $ 113 $ 6,068 $ 2,974 $ (322) $ -
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
Page 17
T.J.T., INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, 1998 and 1997
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
BUSINESS ACTIVITY
The Company is engaged in the business of repairing and reconditioning
axles and tires for the manufactured housing industry. The Company also sells
skirting and other aftermarket accessories to manufactured housing dealers, and
vinyl and steel siding primarily to the site-built housing market. The Company
grants trade credit to customers in Idaho, Oregon, California, Utah, Washington,
Montana, Colorado, Wyoming, Arizona, Texas and Nevada, substantially all of whom
are manufactured housing factories, manufactured housing dealers, site-built
home contractors or siding contractors.
MAJOR SUPPLIERS AND CUSTOMERS
The Company had no single supplier of axles and tires or accessories
that represented 10 percent or more of total purchases. The Company has certain
major customers for reconditioned axles and tires, all of which are manufactured
housing producers. Two companies have purchases representing 10 percent or more
of sales:
1999 1998 1997
---- ---- ----
Company A 20 9 6
Company B 14 11 14
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE AND BAD DEBTS
The Company performs credit history checks and limited financial
analysis before credit terms are offered to customers. Accounts receivable are
generally unsecured. Bad debts are accounted for using the allowance method.
Expense is recognized based on an estimate of uncollectible accounts.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives for
financial reporting purposes.
NOTES RECEIVABLE
Notes receivable consist primarily of amounts owed by individuals
related to the sale of real estate and are secured by the real estate sold.
Page 18
DEFERRED CHARGES AND OTHER ASSETS
Deferred charges and other assets consist primarily of prepaid
consulting fees and amounts capitalized related to merger costs incurred in
connection with the Bradley, Leg-it and Ford acquisitions. The prepaid merger
costs are being amortized over five years on the straight-line method.
GOODWILL
Goodwill consists of the excess of purchase price paid over net assets
acquired. Goodwill is amortized over 15 years on the straight-line method and is
presented net of $288,000 and $160,000 in amortization as of September 30, 1999
and 1998, respectively. Amortization of goodwill for fiscal 1999, 1998 and 1997
was $128,000, $99,000 and $61,000 respectively. The carrying amount of
unamortized goodwill is reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of goodwill may not be
recoverable.
DEFERRED CREDITS
Deferred credits consist of gains on the sale of land held for
investment where the Company provided virtually 100 percent financing to the
buyer. The Company recognizes income to the extent of payments received on the
related notes receivable until it has received 25 percent or more of the
original principal balance, at which point the remaining deferred gain is
recognized.
SECURITIES SUBSCRIPTION AGREEMENT
On January 31, 1995, the Company entered into a securities subscription
agreement with a group of investors whereby the Company issued 400,000 shares of
common stock in exchange for an unsecured promissory note of $470,000 due
September 30, 2000 and bearing interest at eight percent. During 1997 one of the
investors paid $58,750, representing his portion of the promissory note. During
1998 two of the investors paid a total of $17,625. During 1999 $293,750 of the
note was offset against a payable due an investor and the remaining $99,875 was
written off and included in other expenses due to the uncertainty of collection,
which the Company does intend to pursue.
INCOME TAXES
Income taxes are accounted for using the asset and liability method
under which deferred income taxes are determined based on differences between
the financial reporting and tax basis of assets and liabilities. Deferred income
taxes are measured by applying enacted tax rates and laws to taxable years in
which such differences are expected to reverse.
EARNINGS PER SHARE
Earnings per share is computed by dividing net income applicable to
common shareholders by the weighted average number of shares outstanding.
CONCENTRATION OF CREDIT RISK
All trade receivables are due from entities involved in the housing
industry and are unsecured. The accounting loss incurred if all parties failed
entirely to perform on their obligation is equal to the balance outstanding for
trade accounts receivable.
Page 19
Notes receivable related to sales of real estate held for investment
are secured by real estate located near Emmett, Idaho. Notes receivable related
to the sale of the retail distribution location in Bend, Oregon is secured by
inventory and receivables and represents approximately $180,000 of the note
receivable balance at September 30, 1999. The accounting loss incurred if all
parties failed entirely to perform on their obligation is equal to the balance
outstanding on the notes receivable less amounts realizable from the foreclosure
and resale of the assets securing the notes receivable.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of nonderivative financial instruments, none
of which are held for trading purposes. The Company estimates that the fair
value of the financial instruments at September 30, 1999 approximates the
aggregate carrying values recorded on the balance sheet. The estimated fair
values have been determined by the Company using available market information
and appropriate valuation methodologies. Judgment is required in interpreting
market data to develop the estimates of fair value and the estimates are not
necessarily indicative of amounts the Company could realize in a current market
exchange.
SIGNIFICANT ESTIMATES
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
reported revenues and expenses. Significant estimates used in preparing these
financial statements include those assumed in determining the collectibility of
receivables, and determining the lower of cost or market and obsolescence on
inventories. It is reasonably possible that the significant estimates may change
within the next year.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. The statement requires that entities
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. Under current
operations, adoption of SFAS No. 133 is not expected to have a material impact
on the Company's results of operations or financial position. SFAS No. 133 is
effective for the Company's fiscal year ending September 30, 2001.
RECLASSIFICATIONS
Certain amounts have been reclassified to conform with the 1999
presentation.
NOTE B - INVENTORIES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Inventories are stated at the lower of cost (first-in, first-out and
average cost methods) or market.
(Dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Raw materials $ 1,271 $ 1,490
Finished goods 2,750 2,284
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total $ 4,021 $ 3,774
- -------------------------------------------------------------------------------
Page 20
NOTE C - PROPERTY, PLANT AND EQUIPMENT
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Dollars in thousands) 1999 1998
- -------------------------------------------------------------------------------
Land and building $ 389 $ 389
Leasehold improvements 400 362
Furniture and equipment 1,184 1,092
Vehicles and trailers 1,445 1,220
- -------------------------------------------------------------------------------
3,418 3,063
Less accumulated depreciation 1,556 1,119
- -------------------------------------------------------------------------------
Net property, plant and equipment $ 1,862 $ 1,944
- -------------------------------------------------------------------------------
Depreciation expense was $538,000, $402,000 and $290,000 for 1999, 1998 and
1997, respectively.
NOTE D - LEASES
The Company leases vehicles, administrative office space, manufacturing
facilities, building and warehouse space, and storage yard space. The leases,
which expire between January 2000 and June 2003, are classified as operating
leases. The leases have been entered into with related parties and unaffiliated
entities. There are no significant renewal or purchase options or escalation
clauses.
The future minimum payments by fiscal year under noncancellable
operating lease agreements at September 30, 1999 were:
(Dollars in thousands)
- -------------------------------------------------------------------------------
2000 $ 320
2001 310
2002 277
2003 82
2004 -
Thereafter -
- -------------------------------------------------------------------------------
Total $ 989
- -------------------------------------------------------------------------------
Rental expense and rent paid to related parties were:
(Dollars in thousands) 1999 1998 1997
- --------------------------------------------------------------------------------
Rental expense $322 $394 $260
Rent paid to related parties:
MBFI, Inc. 98 103 91
Ulysses Mori 56 56 14
T.J.T. Enterprises 33 34 40
Sheldon-Homedale Family, L.P. 18 - -
- --------------------------------------------------------------------------------
MBFI, Inc. is a corporation owned by the Bradley family. Patricia I.
Bradley, an Executive Vice President of the Company, owns approximately 95
percent of MBFI, Inc. Mr. Mori is a Senior Vice President of the Company. T.J.T.
Enterprises is a partnership consisting of Terrence Sheldon, President and Chief
Executive Officer of the Company, and Jerry L. Radandt, a former officer of the
page 21
Company. Mr. Sheldon and Mr. Radandt are equal partners in T.J.T. Enterprises.
Sheldon-Homedale Family, L.P. (Homedale) is a partnership owned by the Sheldon
family. Terrence Sheldon owns five percent and is a general partner of Homedale.
NOTE E - CREDIT FACILITY
The Company has a revolving credit facility secured by receivables and
inventory with a financial institution maturing in June 2000. The maximum amount
available under the line of credit is $2,000,000. The interest rate on the
credit line is the Federal Funds rate plus 2.6 percent. The Company has met the
various restrictive covenants attached to the revolving credit line.
NOTE F - SHAREHOLDERS' EQUITY
Authorized stock of the Company consists of 10,000,000 shares of $.001
par value common stock and 5,000,000 shares of $.001 par value preferred stock.
No shares of preferred stock have been issued. The Company has issued 4,500,644
warrants to purchase the Company's common stock. Each warrant entitles the
holder to purchase one share of common stock at $4.00 per share. The warrants
are exercisable beginning December 21, 1996 and expire December 21, 2000. The
warrants are redeemable by the Company with 30 days written notice at the rate
of $.10 per warrant after December 21, 1996 and only if the average stock
closing bid price equals or exceeds $7.50 per share for 10 consecutive trading
days. The Company does not have the ability to call the warrants as of September
30, 1999 because it has not met the closing bid requirements.
Effective July 3, 1997 the Company issued 291,176 restricted shares of
common stock and paid $412,500 to acquire Leg-it. Effective November 14, 1996
the Company issued 940,000 restricted shares of common stock and paid $500,000
to acquire Bradley.
NOTE G - STOCK OPTIONS
The Company has a stock option plan which allows officers, directors
and key employees of the Company to receive non-qualified and incentive stock
options. All authorized, non-qualified stock options were granted on October 1,
1994 and expired on September 30, 1999. Incentive stock options vest at the rate
of 20 percent per year and expire ten years from the grant date. The Company
also has a stock option plan established in 1997 which allows non-employee
directors of the Company to receive non-qualified stock options. The options
vest at the rate of 20 percent per year and expire ten years from the grant
date. The fair value of each option grant is estimated using the Black-Scholes
option pricing model.
Page 22
Non-qualified and
Incentive Option Plan Directors Plan
-----------------------------------------------------------------------
1999 1998 1997 1999 1998
---- ---- ---- ---- ----
Number of option shares
Beginning of year 115,000 115,000 100,000 10,000 -
Granted 68,000 - 15,000 - 10,000
Became exercisable 13,600 3,000 - 2,000 2,000
Expired (115,000) - - - -
Outstanding at end of year 68,000 115,000 115,000 10,000 10,000
Exercisable at end of year 13,600 103,000 100,000 4,000 2,000
Weighted-average exercise prices
Beginning of year $ 4.24 $ 4.24 $ 4.00 $ 2.00 $ -
Granted at fair value 1.03 - 5.88 - 2.00
Expired 4.24 - - - -
Outstanding at end of year 1.03 4.24 4.24 2.00 2.00
Exercisable at end of year 1.03 4.05 4.00 2.00 2.00
Range of exercise prices at September 30, 1999 $1.00-1.05 $ 2.00
Remaining weighted-average contractual life of
options outstanding at September 30, 1999 9.33 years 8.13 years
The Company has elected not to adopt the provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123). Assumptions used to calculate the income statement
impact of stock options granted as if the Company had adopted FAS 123 were as
follows:
Non-qualified and
Incentive Option Plan Directors Plan
-------------------------------------------------------------------------
1999 1998 1997 1999 1998
---- ---- ---- ---- ----
Weighted average:
Risk-free interest rate 4.77-5.41% 6.70% 5.83%
Expected life 10 years 5 years 10 years
Expected volatility 40.94% 15.84% 56.86%
Expected dividends None None None
Using these assumptions, expenses related to the granting of stock options
as calculated under FAS 123 were not material to the Company's results of
operations.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE H - INCOME TAXES
The Company accounts for income taxes as prescribed by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires deferred income taxes to be accounted for using the liability method
and allows recognition of operating loss and tax credit carryforwards as
deferred tax assets.
The components of income tax expense for the years ended September 30
are as follows:
Page 23
(Dollars in thousands) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Current:
Federal $(16) $318 $309
State (6) 53 -
Deferred:
Federal (26) (6) (13)
State (5) (1) (3)
- -----------------------------------------------------------------------------------------------------------
Total $(53) $364 $350
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Deferred taxes for the years ended September 30 are as follows:
Book to tax depreciation differences $ 81 $107 $100
Vacation liability (37) (25) (17)
Installment sales of land (15) (22) (30)
- -----------------------------------------------------------------------------------------------------------
Total $ 29 $ 60 $ 53
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
The provision for income taxes varied from amounts computed at the
federal statutory rate for the years ended September 30 as follows:
Provision at statutory rate $(88) $276 $281
Amortization of goodwill 33 33 20
State income taxes, net of federal benefit 3 (18) (18)
Other non-deductible expense 24 21 5
Other (14) - 8
- -----------------------------------------------------------------------------------------------------------
Total $(42) $312 $296
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
NOTE I - COMMITMENTS
The Company has entered into employment agreements with the two Senior
Vice Presidents providing for minimum annual base salaries of $150,000 each, one
of which was reduced to $104,355 in 1999 as a condition of the contract. The
contracts extend through June 24, 2001 and May 31, 2002, respectively. The
Company has entered into employment agreements with two employees providing for
minimum annual base salaries of $57,200 extending through December 31, 1999 and
December 31, 2000, respectively.
NOTE J - RELATED PARTY TRANSACTIONS
The Company has extended loans to various related parties. The notes
are secured by common stock of the Company or other property. The notes mature
through 2009 and have interest rates ranging from 9.75 percent to 16.77 percent.
The totals of the notes and accrued interest receivable from the related parties
were $245,841 and $57,872 at September 30, 1999 and 1998, respectively.
Long-term portions of these notes are included in notes receivable and current
portions of these notes are included as current assets in notes receivable.
Page 24
The Company sold a retail distribution location in Bend, Oregon on
January 11, 1999 to a related party for a note bearing interest at prime plus 2
percent. The sale included fixed assets and inventory of $194,795 with the note
being secured by inventory and receivables. For fiscal year 1999, the Bend
location had sales of $206,000 and an operating loss of $7,000.
The Company sold 400,000 shares of its common stock to a private
investor group in exchange for a note receivable of $470,000 in January 1995.
Three members of the group qualify as related parties. Robert M. Rubin holds
greater than five percent of the outstanding stock, Stephen A. Weiss was a
director of the Company until he resigned on June 15, 1997, and Arthur J. Berry
is a director of the Company. Mr. Berry paid $58,750, plus interest,
representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500
portion of the note receivable was written off during 1999 due to the
uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable
was offset in fiscal 1999 against a payable due Mr. Rubin. The proportionate
outstanding principal and accrued interest for these three individuals at
September 30, 1999 and 1998 was $0 and $415,752, respectively.
Effective October 1, 1996, the Company retained the services Robert M.
Rubin, an individual who owns in excess of five percent of the outstanding
common shares, to perform consulting services in the areas of raising capital,
analyzing acquisitions, and developing long-term strategy. The Company agreed to
pay a total of $348,200 to Mr. Rubin and has offset this payable against the
note receivable and accrued interest due from Mr. Rubin during 1999. The amount
is included in other assets and is being amortized over 60 months.
The Company entered into an agreement with J.R. Strunk, brother of
Douglas Strunk, a Director of the Company, to serve as independent buyer for the
Company. J.R. Strunk purchased $319,845, $910,436, and $1,269,105 of used axles
and tires for the Company in 1999, 1998 and 1997, respectively.
The Company purchased property held for investment from a related party
for $118,987 during 1998.
The Company purchases piers and other materials used to set-up
manufactured homes from SAC Industries, Inc. (SAC). SAC was owned by four
individuals with each individual owning 25 percent. Patricia I. Bradley and
Ulysses B. Mori, Directors and executive officers of the Company, were two of
the individuals. During fiscal 1999 Mr. Mori transferred his interest in SAC to
Mrs. Bradley. At September 30, 1999 Mrs. Bradley owned 75 percent of SAC. The
Company purchased $781,305, $565,452 and $310,215 of materials from SAC in 1999,
1998 and 1997, respectively.
NOTE K - EMPLOYEE BENEFITS
The Company has a 401(k) plan through which the employer matches 50
percent of employees' contributions up to 6 percent of wages. Employees are
eligible for participation in the 401(k) plan after completing one year of
service. Employer contributions to the plan were $72,647, $63,278 and $49,016 in
1999, 1998 and 1997, respectively.
Page 25
NOTE L - ACQUISITIONS
On November 14, 1996, the Company issued 940,000 restricted shares of
common stock and paid $500,000 to acquire Bradley Enterprises, Inc. ("herein
Bradley"), an axle and tire recycler formerly headquartered in Centralia,
Washington. The Company acquired cash of $33,000, accounts receivable of
$657,000, inventory of $1,003,000, fixed assets of $572,000, and other assets of
$86,000. The Company assumed $562,000 of accounts payable and accrued expenses
and $908,000 of interest-bearing debt. Based upon the purchase price of
$1,882,000, goodwill of $1,001,000 was recorded.
On July 3, 1997, the Company issued 291,176 restricted shares of common
stock and paid $412,500 to acquire Leg-it Tire Company, Inc. ("herein Leg-it"),
an axle and tire recycler formerly headquartered in Woodland, California. The
Company acquired cash of $41,000, accounts receivable of $205,000, inventory of
$328,000, fixed assets of $255,000, and other assets of $11,000. The Company
assumed $193,000 of accounts payable and accrued expenses and $308,000 of
interest-bearing debt. Based upon the purchase price of $795,000, goodwill of
$456,000 was recorded.
On June 1, 1998, the Company acquired specified assets and assumed
specified liabilities of Kenneth Lee d/b/a Ken's Mobile Tire and Hanger
Enterprises ("herein Hanger") located in Eugene, Oregon. The Company hired the
former owner of Hanger to manage the operations. The primary operation is
manufacturing hanger parts used by manufactured housing producers to attach
axles and tires to the homes. The Company paid the former owner $320,000 and
assumed $58,000 of debt to complete the transaction.
On January 1, 1999 the Company purchased Terry Ford d/b/a Ford's Tires
and Axles ("herein Ford"), located in Phoenix, Arizona for $275,000. The Company
acquired cash of $24,000, accounts receivable of $84,000, inventory of $317,000,
and equipment of $102,000. The Company assumed liabilities of $710,000. Based on
the purchase price of $275,000, goodwill of $458,000 was recorded.
NOTE M - BUSINESS SEGMENTS
The Company has adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in interim and annual
financial statements. The Company adopted SFAS 131 in the fourth quarter of
fiscal 1999. Its adoption did not have any effect on the Company's financial
statements, since required changes were limited to the form and content of the
disclosures required.
The Company operates in three business segments: Axles and Tire
Reconditioning, Housing Accessories, and Investment Real Property. These
segments have been determined by evaluating the Company's internal reporting
structure and nature of products offered.
Axles and Tire Reconditioning: The Company provides reconditioned axles
and tires to manufactured housing factories.
Housing Accessories: The Company provides skirting, siding, and other
aftermarket accessories to manufactured housing dealers and contractors.
Investment Real Property: The Company invests in and, on a limited
basis, develops real estate for sale. Prior to fiscal 1999, investment real
property was a passive non-operating segment with no employees and little
activity rather than an operating segment.
Page 26
(Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------
Investment
Axle & Tire Housing Real
Reconditioning Accessories Property Total
-------------- ----------- -------- -----
1999
Operating revenue $ 26,166 $ 8,441 $ 35 $ 34,642
Operating income (loss) 56 (192) (37) (173)
Depreciation 625 163 4 792
1998
Operating revenue $ 25,816 $ 8,257 - $ 34,073
Operating income (loss) 781 (56) - 725
Depreciation 492 99 - 591
1997
Operating revenue $ 18,610 $ 6,831 - $ 25,441
Operating income (loss) 1,206 (571) - 635
Depreciation 301 87 - 388
- -----------------------------------------------------------------------------------------------------------
The Company does not assign interest income, interest expense, other
expenses or income taxes to operating segments. Identifiable assets and related
capital expenditures are assigned to operating locations rather than operating
segments, with depreciation allocated to the segments based upon usage.
NOTE N - SUBSEQUENT EVENTS
On October 1, 1999 the Company completed the purchase of 313 acres of
investment property outside of Emmett, Idaho for $450,000. The land, previously
operated as an orchard, includes a house, cold storage, and other buildings.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
T.J.T., Inc.
Emmett, Idaho
We have audited the accompanying balance sheets of T.J.T., Inc., as of
September 30, 1999 and 1998, and the related statements of income, cash flows,
and changes in shareholders' equity for the years ended September 30, 1999, 1998
and 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Page 27
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of T.J.T., Inc., as of
September 30, 1999 and 1998, and the results of its operations and its cash
flows for the years ended September 30, 1999, 1998 and 1997 in conformity with
generally accepted accounting principles.
/s/ Balukoff, Lindstrom & Co., P.A.
Boise, Idaho
November 15, 1999
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Page 28
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company who are not executive officers are included in
the Company's definitive proxy statement under Proposal 1 which is incorporated
herein by reference.
The schedule below shows the names and certain information regarding
all of the executive officers of TJT as of September 30, 1999. Each executive
officer has a one-year term of office.
Name Age Position
- -------------------------- --- -------------------------------------------
Terrence J. Sheldon 57 President, Chief Executive Officer, Chief Operating
Officer and Chairman of the Board of Directors
Patricia I. Bradley 55 Executive Vice President and Member of
the Board of Directors
Ulysses B. Mori 47 Senior Vice President and Member of
the Board of Directors
Rickie K. Treadwell 50 Senior Vice President and Member of
the Board of Directors
Larry B. Prescott 51 Senior Vice President, Chief Financial Officer
and Treasurer, and Member of the Board of Directors
Susan J. Reimers 42 Secretary
Michael J. Gilberg 30 Vice President and Controller
TERRENCE J. SHELDON - Mr. Sheldon is the founder and principal
stockholder of TJT and has served as President since October 1986 and Chief
Executive Officer since 1994 and Chief Operating Officer from 1998 to December
1999.
PATRICIA I. BRADLEY - Ms. Bradley has served as Senior Vice President
from 1996 through 1998 and Executive Vice President from 1998 through her
retirement in December 1999. From 1989 to 1996 she served as Chief Executive
Officer for Bradley Enterprises, Inc., and has experience in all areas of the
Company's operations.
ULYSSES B. MORI - Mr. Mori has served as Senior Vice President since
1997. From 1980 to 1997 he served as President and Chief Executive Officer of
Leg-it Tire Co., and has experience in all areas of the Company's operations.
RICKIE K. TREADWELL - Mr. Treadwell has served as Senior Vice President
since 1998 and as Assistant Manager, O.E.M. sales since August 1999. From 1978
to 1998, Mr. Treadwell served as the President of West States Recycling.
LARRY B. PRESCOTT - Mr. Prescott has served as Senior Vice President,
Chief Financial Officer and Treasurer since January 1999. Previously, he served
as Vice President and Portfolio
Page 29
Manager at U.S. Bancorp in Portland. Mr. Prescott received a B.A. in Business
from Boise State University.
SUSAN J. REIMERS - Ms. Reimers has served as Secretary of the Company
since February 1999. She has served as Administrator of the Company's Welfare
Benefit Plan, 401(k) Plan, and Human Resources since October 1997. From 1991 to
1997 she served as Assistant Secretary of U.S. Bancorp (formerly West One
Bancorp) in Boise, Idaho.
MICHAEL J. GILBERG - Mr. Gilberg is a CPA and has served as Vice
President and Controller since January 1999 and as Assistant Controller since
1997. Previously, he served with Deloitte & Touche in Boise, Idaho.
ITEM 11. EXECUTIVE COMPENSATION
All cash compensation paid by TJT, as well as certain other
compensation paid or accrued, during the last three fiscal years to the persons
serving as Chief Executive Officer and the executive officers earning over
$100,000 is shown below.
Summary Compensation Table
- -------------------------------------------------------------------------------------------------------
Annual Compensation(1) Long Term Compensation
- -------------------------------------------------------------------------------------------------------
Other Annual Stock Options
Name and Principal Position Year Salary Compensation(2) Granted
- --------------------------- ---- ------ --------------- -------
Terrence J. Sheldon 1999 $172,019 $16,088 -
President, Chief Executive 1998 $225,000 $47,036 -
Officer, and Director 1997 $225,000 $14,272 -
Patricia I. Bradley 1999 $169,553 $3,452 -
Executive Vice President, 1998 $209,477 $2,900 -
and Director 1997 $179,426 - -
Ulysses B. Mori(3) 1999 $142,708 $3,115
Senior Vice President, 1998 $162,162 $2,596 -
Manager of New Business 1997 $ 34,038 - -
Development and O.E.M. Sales,
and Director
Rickie K. Treadwell(4) 1999 $150,000 $1,212
Senior Vice President 1998 $46,154 - -
and Assistant Manager of 1997 N/A N/A N/A
O.E.M. Sales, and Director
- -------------------------------
(1) Excludes personal benefits and other forms of non-cash compensation that did
not in the aggregate exceed 10 percent of the aggregate amount of cash
compensation shown for the subject individuals.
(2) Includes participating contributions to the Company 401(k) Plan.
(3) Mr. Mori is currently under contract until June 24, 2001. The contract
provides for minimum annual base salary of $150,000 which was reduced to
$104,355 in 1999 as a condition of the contract.
(4) Mr. Treadwell is currently under contract until May 31, 2002. The contract
provides for minimum annual base salary of $150,000.
Page 30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12 is included in the Company's definitive proxy statement under
the caption "Security Ownership of Certain Beneficial Owners and Management"
which is incorporated herein by reference.
For purposes of calculating the aggregate market value of the voting
stock held by non-affiliates as set forth on the cover page of this Form 10-K,
the Company has assumed that affiliates are those persons identified in the
portion of the definitive proxy statement identified above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 13 is included in Note J and D to the financial statements.
ITEM 14. EXHIBITS, STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
1. Financial statements and report of Balukoff, Lindstrom &
Co., P.A.
Independent Auditors' Report Balance Sheets -
September 30, 1999 and 1998 Statements of Income -
September 30, 1999, 1998 and 1997 Statements of Cash
Flows - September 30, 1999, 1998 and 1997 Statements
of Changes in Shareholders' Equity - October 1, 1996,
September 30, 1997, 1998 and 1999
2. Financial statement schedules
Other schedules are omitted because they are not
required or because the information is included in
the financial statements of notes thereto
3. Exhibits
3.1 Articles of Incorporation of T.J.T., Inc., a
Washington corporation; incorporated by reference to Exhibit 3.1 to the
Registrant's Form SB-2 Registration Statement dated October 20, 1995,
as amended December 6, 1995 (Commission File No. 33-98404).
3.2 Bylaws of T.J.T., Inc., a Washington corporation;
incorporated by reference to Exhibit 3.2 to the Registrant's Form SB-2
Registration Statement dated October 20, 1995, as amended December 6,
1995 (Commission File No. 33-98404).
4.1 Specimen Common Stock Certificate; incorporated by
reference to Exhibit 4.1 to the Registrant's Form SB-2 Registration
Statement dated October 20, 1995, as amended December 6, 1995
(Commission File No. 33-98404).
4.2 Specimen Redeemable Common Stock Purchase Warrant;
incorporated by reference to Exhibit 4.2 to the Registrant's Form SB-2
Registration
Page 31
Statement dated October 20, 1995, as amended December 6, 1995
(Commission File No. 33-98404).
4.3 Form of Underwriter's Warrant Agreement; incorporated
by reference to Exhibit 4.3 to the Registrant's Form SB-2 Registration
Statement dated October 20, 1995, as amended December 6, 1995
(Commission File No. 33-98404).
4.4 Form of Warrant Agreement issued to 1995 Private
Placement Investors in October 1995; incorporated by reference to
Exhibit 4.4 to the Registrant's Form SB-2 Registration Statement dated
October 20, 1995, as amended December 6, 1995 (Commission File No.
33-98404).
4.5 Form of Registration Rights Agreement issued in
connection with 1995 Private placement; incorporated by reference to
Exhibit 4.5 to the Registrant's Form SB-2 Registration Statement dated
October 20, 1995, as amended December 6, 1995 (Commission File No.
33-98404).
9.1 Voting Trust Agreement - Not Applicable
10.1 Form of Employment Agreement with Terrence J.
Sheldon, President and Chief Executive Officer of the Company;
incorporated by reference to Exhibit 10.1 to the Registrant's Form SB-2
Registration Statement dated October 20, 1995, as amended December 6,
1995 (Commission File No. 33-98404). Agreement expired September 30,
1998.
10.2 Form of Employment Agreement with Andy C. Doll, Chief
Financial Officer; incorporated by reference to Exhibit 10.2 to the
Registrant's Form SB-2 Registration Statement dated October 20, 1995,
as amended December 6, 1995 (Commission File No. 33-98404). Mr. Doll
retired March 31, 1997.
10.3 Consulting Agreement with Stephen A. Weiss, Director;
incorporated by reference to Exhibit 10.3 to the Registrant's Form SB-2
Registration Statement dated October 20, 1995, as amended December 6,
1995 (Commission File No. 33-98404). Agreement terminated November 27,
1996.
10.4 Stock Option Plan; incorporated by reference to
Exhibit 10.4 to the Registrant's Form SB-2 Registration Statement dated
October 20, 1995, as amended December 6, 1995 (Commission File No.
33-98404).
10.5 Lease dated December 1984, as amended, between
Theodore Muller Trust, as lessor, and the Registrant as lessee, related
to recycling and distribution facility in Salem, Oregon; incorporated
by reference to Exhibit 10.5 to the Registrant's Form SB-2 Registration
Statement dated October 20, 1995, as amended December 6, 1995
(Commission File No. 33-98404).
10.6 Lease dated March 22, 1993 between T.J.T.
Enterprises, as lessor, and the Registrant as lessee, related to
administrative office building in Emmett, Idaho; incorporated by
reference to Exhibit 10.6 to the Registrant's Form SB-2 Registration
Statement dated October 20, 1995, as amended December 6, 1995
(Commission File No. 33-98404).
Page 32
10.7 Lease dated March 22, 1993 between T.J.T.
Enterprises, as lessor, and the Registrant as lessee, related to
storage yard in Emmett, Idaho; incorporated by reference to Exhibit
10.7 to the Registrant's Form SB-2 Registration Statement dated October
20, 1995, as amended December 6, 1995 (Commission File No. 33-98404).
10.8 Lease dated May 23, 1991 between Terrence J. Sheldon
and Jerry L. Radandt, as lessors, and the Registrant as lessee, related
to recycling plant in Emmett, Idaho; incorporated by reference to
Exhibit 10.8 to the Registrant's Form SB-2 Registration Statement dated
October 20, 1995, as amended December 6, 1995 (Commission File No.
33-98404).
10.9 Lease dated May 23, 1991 between Terrence J. Sheldon
and Jerry L. Radandt, as lessors, and the Registrant as lessee, related
to tire shop in Emmett, Idaho; incorporated by reference to Exhibit
10.9 to the Registrant's Form SB-2 Registration Statement dated October
20, 1995, as amended December 6, 1995 (Commission File No. 33-98404).
11.1 Statement Re: Computation of Earnings Per Share - Not
Applicable
16.1 Letter on Change in Certifying Accountant - Not
Applicable
21.1 Subsidiaries of the Registrant - Not Applicable
23.1* Consent of Independent Public Accountants
24.1 Power of Attorney - Not Applicable
27.1 Financial Data Schedule - Not Applicable
-----------------------------------------------------------------------
* Filed herewith
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the last
quarter of the fiscal year ended September 30, 1999.
Page 33
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
T.J.T., INC.
REGISTRANT
Date: December 29, 1999 By: /s/ Terrence J. Sheldon
----------------------------------------
Terrence J. Sheldon, President and
Chief Executive Officer
Date: December 29, 1999 By: /s/ Larry B. Prescott
----------------------------------------
Larry B. Prescott, Senior Vice
President, Treasurer and Chief
Financial Officer
Date: December 29, 1999 By: /s/ Michael J. Gilberg
----------------------------------------
Michael J. Gilberg, Vice President
and Controller
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Date: December 29, 1999 By: /s/ Terrence J. Sheldon
----------------------------------------
Terrence J. Sheldon, President,
Chief Executive Officer, and
Chairman of the Board of Directors
Date: December 29, 1999 By: /s/ Patricia I. Bradley
----------------------------------------
Patricia I. Bradley, Director
Date: December 29, 1999 By: /s/ Ulysses B. Mori
----------------------------------------
Ulysses B. Mori, Senior Vice
President and Director
Date: December 29, 1999 By: /s/ Rickie K. Treadwell
----------------------------------------
Rickie K. Treadwell, Senior Vice
President and Director
Date: December 29, 1999 By: /s/ Larry B. Prescott
----------------------------------------
Larry B. Prescott, Senior Vice
President, Treasurer, Chief
Financial Officer and Director
Date: December 29, 1999 By: /s/ B. Kelly Bradley
----------------------------------------
B. Kelly Bradley, Corporate
Purchasing and Inventory Control
Manager and Director
Date: December 29, 1999 By: /s/ Darren M. Bradley
----------------------------------------
Darren M. Bradley, Centralia,
Washington Manager and Director
Page 34
Date: December 29, 1999 By: /s/ John W. Eames, III
----------------------------------------
John W. Eames, III, Regulation
Compliance Officer and Director
Date: December 29, 1999 By: /s/ Douglas A. Strunk
----------------------------------------
Douglas A. Strunk, Sales Manager -
Idaho Facility and Director
Date: December 29, 1999 By: /s/ Robert M. Harrison
----------------------------------------
Robert M. Harrison, Chief Operating
Officer and Director
Date: December 29, 1999 By: /s/ Scott M. Hayes
----------------------------------------
Scott M. Hayes, Director
Date: December 29, 1999 By: /s/ Arthur J. Berry
----------------------------------------
Arthur J. Berry, Director
Date: December 29, 1999 By: /s/ Joe Light
----------------------------------------
Joe Light, Director
Page 35