UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[xx] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended August 31, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [not applicable]
Commission File Number: 0-19954
JEWETT-CAMERON TRADING COMPANY LTD.
-----------------------------------
(Exact name of registrant as specified in its charter)
British Columbia, Canada Not Applicable
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
32275 N.W. Hillcrest, North Plains, Oregon 97133
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (503) 647-0110
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 since
May 16, 1992 and (2) has been subject to the above filing requirements for the
past 90 days. Yes xxx No ___
-----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [xx]
State the issuer's revenues for its most recent fiscal year: $22,112,954
-----------
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the
past 60 days; 11/12/01: US$3,078,391.50
---------------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date; 11/12/01: 1,074,162
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Page 1 of 27
Index to Exhibits on Page 26
Jewett-Cameron Trading Company Ltd.
Form 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business.............................. 3
Item 2. Description of Property............................. 11
Item 3. Legal Proceedings................................... 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters........................ 11
Item 6. Selected Financial Data............................. 14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.................. 14
Item 8. Financial Statements and Supplemental Data.......... 17
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure............. 18
PART III
Item 10. Directors and Executive Officers of the Registrant. 18
Item 11. Executive Compensation............................. 20
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................... 23
Item 13. Certain Relationships and Related Transactions..... 24
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K............................ 25
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General Development of Business
- -------------------------------
Jewett-Cameron Trading Company Ltd. (the "Company") was incorporated in British
Columbia, Canada, on 7/8/87, as a holding company for Jewett-Cameron Lumber
Company ("JCLC"). The Company acquired all of the shares of JCLC through a
stock-for-stock exchange and on 7/13/87, Jewett-Cameron Lumber Corporation
became a wholly owned subsidiary of Jewett-Cameron Trading Company Ltd.
Jewett-Cameron Lumber Corporation ("JCLC") was incorporated in the state of
Oregon, USA, in September 1953. During the next 31 years it developed a good
reputation as a small lumber wholesaler based in Portland, Oregon. In September
1984, the original stockholders sold their interest in the corporation to a new
group of investors. Two members of that group remain active in the company:
Donald M. Boone and Michael Nasser.
JCLC acquired Material Supply International ("Material Supply") in early 1986.
MSI-PRO Co. was incorporated in Oregon, USA, in April 1996 as a wholly-owned
subsidiary of JCLC and assumed the business of Material Supply. MSI-PRO Co. is
engaged in the importation and distribution of pneumatic air tools and
industrial clamps. The product line was renamed "MSI-PRO". Material Supply is
presently inactive.
The Company's wholly-owned subsidiary, Jewett-Cameron South Pacific Ltd.
("JCSP") was incorporated in the Kingdom of Tonga in July 1990. The Company has
wound down its operations in Tonga by closing operations.
The Company's wholly-owned subsidiary, Jewett-Cameron Seed Company ("JCSC") was
incorporated in Oregon, USA in October 2000. This company was formed after the
Company acquired certain assets of a company called Agrobiotech Inc. The assets
acquired by the Company were located at 31345 N.W. Beach Road in Hillsboro,
Oregon. The assets purchased by the Company consisted of thirteen plus acres of
land; 105,000 square feet of buildings; rolling stock; and, equipment. This
facility was utilized for seed and grain processing, storage and brokerage. JCSC
now operates as a seed and grain processing, storage and brokerage business.
3
Financial Information About Business Segments
United States Dollars
Fiscal Years Ended August 31st
2001 2000 1999
----------- ----------- -----------
SALES:
Building Materials:
United States $19,369,153 $23,336,751 $27,707,986
South Pacific 45,602 316,757
Industrial Tools: 919,169 1,111,833 1,077,530
Seed processing & sales 1,824,632
----------- ----------- -----------
$22,112,954 $24,494,186 $29,102,273
INCOME (LOSS) FROM OPERATIONS:
Building Materials:
United States $ 843,278 $1,250,539 $1,314,062
South Pacific ( 2,285) (190,610) (138,126)
Industrial Tools: (23,981) 150,123 116,902
General Corporate: (107,547) ( 87,549) (111,654)
Seed processing & sales 35,984
----------- ----------- -----------
$745,359 $1,222,503 $1,181,184
IDENTIFIABLE ASSETS:
Building Materials:
United States $6,739,910 $6,456,978 $6,521,677
South Pacific 247,907 464,719
Industrial Tools: 101,409 116,753 117,549
General Corporate: 19,707 115,722 110,306
Seed processing & sales 815,699
----------- ----------- -----------
$7,676,725 $6,937,360 $7,214,251
4
Narrative Description of Business
- ---------------------------------
The following material describes the business of each of the operating
subsidiaries. The holding company and the operating subsidiaries employ a total
of 50 people.
Jewett-Cameron Lumber Corporation
- ---------------------------------
JCLC operates out of facilities located in North Plains, Oregon, and Ogden,
Utah. The Company competes in the following business segments: warehouse
distribution and direct sales of building materials to home improvement centers
primarily in the Pacific and Rocky Mountain regions of the United States; export
of finished building materials to overseas customers, primarily in central and
south America; and specialty wood products for government and industrial sales,
primarily on a contract-bid basis.
During Fiscal 2001/2000/1999, sales to home improvement centers represented
about 87.6%/95.3%/95.2% of revenue; with export, industrial tools and seed
processing and sales representing 12.4%/4.7%/4.8%, respectively. The Fiscal 2001
increase in the percent related to export, industrial tools and seed processing
and sales is a result of the revenues from the first year of operations from
Jewett-Cameron Seed Company.
JCLC concentrates its sales efforts on the home improvement industry, an
industry that has not been subject to major business cycles. Traditionally, the
new home construction portion of the lumber industry is highly sensitive to the
US economy and interest rates and generally suffers during periods of economic
decline and high interest rates, due to the reduction in housing starts. JCLC
has concentrated on building a customer base in the residential repair and
remodeling segment of the industry (a growing market fueled by professional
remodelers and do-it-yourself homeowners), making it less susceptible to swings
in housing starts.
The products JCLC sells are not unique and with few exceptions are available
from multiple suppliers. Products sold to industrial customers often require
specialty fabrication such as truck parts and are remanufactured by several
outside sources. Export sales are primarily timbers.
JCLC's current product categories include:
* Fencing - A mix of widths, heights, textures, species, prefabricated
panels, split rail, and pickets that are appropriate for the home
improvement centers. A similar array of posts, post caps, and rails.
* Residential Decking - A selection of widths, lengths, species, treated and
stained products along with accessories such as railings and step risers.
5
* Lattice - Stained, painted, and natural panels as well as a selection of
vinyl panels.
* Garden Timbers - Treated, untreated, or stained including cherrytone garden
ties, bender board, stakes, and lathe.
* Gates
* Arbors
* Pine shelving and furring.
* Pine kits - Shelving and utility benches.
* Fire retardant dimension lumber and plywood.
* Dimension lumber.
* Plywoods and oriented strand board.
* Dowels
* Kennels
A company-owned distribution center and headquarters office facility in North
Plains, Oregon was completed in November 1995. This new complex includes 40,000
square feet under roof of warehouse, office, and manufacturing space on five
paved acres.
This facility gives JCLC the capacity to provide a broad range of products and
services to its customer base from Northern California to Alaska.
The company also owns a distribution complex in Ogden, Utah, with a 25,000
square foot warehouse and 3,500 square feet of office space on a total of 30
acres. This facility services customers in the Rocky Mountain Region including
the states of Utah, Colorado, Wyoming, Montana, Idaho, and northern Nevada.
Inventories are maintained at these facilities and shipped to home improvement
center customers. During the season's peak, some of the material is also shipped
directly from the producing mill to the customer; as a result, JCLC sells both
out of its warehouse facilities and mill direct.
No patents, trademarks, licenses, franchises, or concessions are held by JCLC
and as a result they are not factors in its business.
JCLC does receive commitments from a number of large home improvement chains in
the late fail/early winter to supply product at a fixed price for a specified
period of time; i.e., for three months of firm pricing once the season begins.
Major Customers:
Fiscal Years Ended August 31st
2001 2000 1999
-----------------------------
Lowes Companies 8% 15% 28%
Fred Meyer Inc. 40% 36% 20%
The Home Depot, Inc. 31% 21% 20%
Homebase, Inc. 3% 13%
6
The home improvement business is seasonal, with most sales occurring between
February and August. The Company negotiates an agreement with each of its major
home center customers in the fall of each year to include products to be carried
and approximate volumes required for the coming home improvement season.
Deliveries for the new season normally begin in late February, depending on
weather.
JCLC begins buying inventory for the next home improvement season in late fall
each year. Consequently, an inventory buildup occurs until the heavy selling
season begins in February. Inventory continues to remain high for a few months
and then gradually declines to seasonal low levels at the end of the summer.
Backlog orders are not a factor in JCLC's business. No material portions of the
business are subject to renegotiation of profits or termination of contracts or
subcontracts at the election of the government.
The home improvement center industry is highly competitive. Many of JCLC's
primary competitors are much better financed and have sophisticated national
distribution networks. These competitors include: (1) Georgia-Pacific,
headquartered in Atlanta, Georgia, with distribution centers throughout the
service area; (2) Weyerhaeuser, headquartered in Tacoma, Washington, with
distribution centers throughout the service area; (3) Boise Cascade,
headquartered in Boise, Idaho, with several distribution centers in the service
area; and (4) OREPAC Building Products, headquartered in Wilsonville, Oregon,
with several distribution centers in the service area. These competitors,
particularly Georgia Pacific, Weyerhaeuser, and Boise Cascade, have product
lines which are substantially broader than those of JCLC, and therefore
reference to their annual sales includes many more product lines than those sold
by JCLC.
JCLC's home improvement center market area consists of stores in Alaska,
northern California, Oregon, and Washington being served out of the North
Plains, Oregon warehouse, and Utah, Colorado, Idaho, Wyoming, Montana, and
northern Nevada served out of the Ogden, Utah warehouse. Its home improvement
sales of US$19 million represents less than 1% of the lumber category sales by
the major home improvement center chains in this primary service area.
The larger companies are often unwilling to compete with a JCLC or OREPAC in
terms of product flexibility and service of individual retail stores. OREPAC,
like JCLC, serves the Pacific region; however, their product mix is different
and they concentrate on building materials other than lumber and plywood.
During the spring of 1993, JCLC acquired a manufacturing plant to produce
several lines of products for home improvement center
7
customers. The plant was moved to a larger facility in Portland in August 1993,
and subsequently was moved to an existing building on the North Plains facility
in March 1995. The plant currently cuts cedar fencing products and pine boards.
MSI-PRO Co.
- ----------
MSI-PRO operates from the same facilities as JCLC. MSI-PRO imports and
distributes both pneumatic air tools and industrial clamps. Distribution is
throughout the United States and Canada to distributors and original equipment
manufacturer customers. Sales are made through a network of agents and
representatives, each of whom is an independent contractor representing between
10-to-15 other manufacturers who sell to similar customers but are not selling
competing lines. MSI-PRO has agents and representatives that cover major
industry groupings including industrial suppliers, automotive suppliers, and
woodworking suppliers.
The pneumatic air tools, manufactured and sold under the name MSI-PRO, are of a
light industrial application toward a low end price. MSI-PRO exclusively markets
the MSI-PRO line.
The industrial clamps are newer to the Company. The line is high-quality and
moderately priced and covers a wide variety of potential customers.
The products have been manufactured for MSI-PRO by several suppliers in Taiwan
and South Korea. All products are covered by more than one supplier.
Sales of pneumatic air tools and industrial clamps are not seasonal.
MSI-PRO is a registered trademark in the United States and Canada. No other
patents, licenses, franchises, or concessions are held by the Company.
The market for pneumatic air tools is very competitive. MSI-PRO faces
competition from better financed companies with more sophisticated sales forces
and distribution networks. The U.S. market for pneumatic air tools is currently
approximately $1 billion in annual sales, of which 60% are manufactured in the
United States and 40% are imported. The major US manufactured lines are Chicago
Pneumatic and Ingersoll-Rand, which rank #1 and #2 in overall size in the
industry. A smaller line, Sioux, is also manufactured in the United States. The
two largest imported lines today are Florida Pneumatic and Astro Tools. Others
include Sunnex, Ames, and Eagle. MSI-PRO's volume today is a very small fraction
of the market. The current market strategy that allows MSI-PRO to compete in the
pneumatic air tool and industrial clamp markets includes brand name and company
recognition, moderate to low price, and continued development of
8
a manufacturer representative organization which covers all of the major users
of the tools.
The U.S. sales volume in industrial clamps is approximately US$300 million
annually. There are fewer competitive lines available and MSI-PRO expects to
gain a larger share of the market in industrial clamps than in pneumatic air
tools.
There are no customers that purchase 10% or more of MSI-PRO's products in any
one year. Backlog orders are not a major factor. No portion of the business is
subject to renegotiation of profits or termination of contracts or subcontracts
at the election of the government.
9
Jewett-Cameron South Pacific Ltd.
- ---------------------------------
This Tongan corporation, JCSP, until Fiscal 1999, consisted of three retail
building material yards located on separate islands of the Kingdom of Tonga.
Products sold included finished lumber, plywood, hardboard, cement, roofing,
rebar, windows, doors, plumbing fixtures, floor tile, and other miscellaneous
building materials.
The finished lumber, plywood, hardboard, and some other building materials were
sent from the United States. Most other products were purchased from Fiji, New
Zealand, or Australia. All materials were available from multiple sources.
Tonga is an island nation of 100,000 people, located in the South Pacific south
of the Equator and just west of the International Date Line. The primary sources
of income to the Kingdom are money sent home from the 100,000 Tongans living
abroad, agricultural exports, and grants from other governments. Very little
industry exists.
There is a steady demand for building materials in Tonga for remodeling, home
construction, commercial buildings, and church construction. Most new houses
being built have a western flavor to them, and western building materials are in
demand.
Materials are readily available from a number of sources, subject primarily to
the timing and availability of ships going to the Kingdom. JCSP was able to
negotiate favorable shipping arrangements from the U.S. west coast due to the
consistent high volume sent to Tonga and other ports in the South Pacific.
Over the past several years, the market has become more competitive in Tonga. In
addition, a number of contractors and individual homebuilders have begun
importing their own building materials and, due to favorable customs treatment,
this method of purchasing materials has become a major source of competition to
the established building material dealers. JCSP did not maintain its competitive
position, sales declined dramatically during Fiscal 1997, Fiscal 1998, and
Fiscal 1999 and the operation become unprofitable.
Further, during Fiscal 1998, the Tongan currency was devalued substantially in
relationship to the United States Dollar; this resulted in a large currency
translation loss being reported during Fiscal 1998. Also, the Company elected to
write down a substantial number of debts during Fiscal 1998.
In Fiscal 1999 the Company made the decision to wind down its operations in
Tonga. The Company has wound down its operations in Tonga by closing operations
during Fiscal 2000 and as of August 31, 2001, the Company had no remaining
interest in Tonga.
ITEM 2. DESCRIPTION OF PROPERTY
- --------------------------------
10
The Company's executive offices are located at 32275 NW Hillcrest, North Plains,
Oregon 97133. The Company purchased the five acres of land for $350,000 in
January 1995 and finished construction for $850,000 of the 40,000 sq.ft.
facility (6,000 sq.ft. of office space, 10,000 sq.ft. of manufacturing space,
and 24,000 sq.ft. of warehouse space) in October 1995.
The facility provides office space for all of the Company's executive offices
and is used as a distribution center to service the Company's customer base from
northern California to Alaska.
In July 1994, the Company purchased a distribution complex at 9501 West 900
South, Ogden, Utah for $295,000. This 30-acre, 28,500 sq.ft. facility is used to
service the Company's customer base in the Rocky Mountain region.
In October 2000, the Company purchased all of the assets, including land,
buildings and equipment of Agrobiotech Inc. (Hillsboro) for total proceeds of
$1,530,762. The Company operates its wholly owned subsidiary, Jewett-Cameron
Seed Company out of this facility.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company knows of no material, active or pending legal proceedings against
them; nor is the Company involved as a plaintiff in any material proceeding or
pending litigation.
The Company knows of no active or pending proceedings against anyone that might
materially adversely affect an interest of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders through solicitation or
otherwise during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
- ----------------------------------------------
AND RELATED STOCKHOLDER MATTERS
-------------------------------
The Registrant's common stock is issued in registered form. Computershare
Investor Services, Inc. (located in Vancouver, British Columbia, Canada) is the
registrar and transfer agent for the common stock.
On 11/13/01, the shareholders' list for the Registrant's common shares showed 27
registered shareholders and 1,074,162 shares
11
outstanding, including 22 registered holders in the United States holding
1,003,030 shares.
As of 11/13/01, the Registrant estimates that there are 190 "holders of record"
of its common stock resident in the United States holding the above referenced
1,003,030 shares.
As of 11/13/01, the Registrant estimates there are over 350 total beneficial
shareholders of its common stock.
The Registrant completed a one-for-five share consolidation in March 1996. All
references to per share prices and the number of shares refer to
post-consolidation data unless otherwise indicated.
The Registrant's common shares trade on the NASDAQ Small Capital stock exchange
in the United States, having the trading symbol "JCTCF" and CUSIP# 47733C-20-7.
The common stock commenced public trading on NASDAQ in April 1996.
Table No. 1 lists the volume of trading and high, low and closing sales prices
on the NASDAQ Small Capital stock exchange for the Registrant's common shares
for the last eight fiscal quarters. The price was US$6.75 on 11/13/01.
Table No. 1
NASDAQ Small Capital Stock Exchange
Common Shares Trading Activity
Fiscal - Sales -
Quarter US Dollars
Ended Volume High Low Closing
- -------- ------- ----- ----- -------
8/31/01 27,400 $6.73 $6.01 $6.73
5/31/01 22,500 6.45 5.31 6.01
2/28/01 41,100 6.69 4.81 5.75
11/30/00 64.200 5.12 4.50 4.81
8/31/00 39,200 $5.50 $4.50 $5.50
5/31/00 20,900 4.93 4.00 4.50
2/29/00 118,700 5.19 4.00 4.78
11/30/99 63,284 5.50 4.88 5.48
The Registrant's common shares also trade on the Toronto Stock Exchange in
Toronto, Ontario, Canada, having the trading symbol "JCT". The common stock
commenced public trading on the Toronto Stock Exchange in February 1994,
following over six years of trading on the Vancouver Stock Exchange.
Table No. 2 lists the volume of trading and high, low and closing sales prices
on the Toronto Stock Exchange for the Registrant's
12
common shares for the last eight fiscal quarters. The price was CDN$10.75 on
11/13/01.
Table No. 2
Toronto Stock Exchange
Common Shares Trading Activity
Fiscal - Sales -
Quarter Canadian Dollars
Ended Volume High Low Closing
- -------- ------- ----- ----- -------
8/31/01 10,020 $10.00 $9.26 $10.00
5/31/01 7,140 9.45 8.50 9.34
2/28/01 10,000 9.24 7.50 9.24
11/30/00 22,381 8.10 7.50 7.50
8/31/00 17,000 $8.00 $6.45 $7.70
5/31/00 24,132 7.00 6.45 6.45
2/29/00 42,950 7.55 6.10 7.50
11/30/99 32,970 8.10 7.35 7.55
There are no restrictions that limit the Registrant's ability to pay dividends
on its common stock. The Registrant has not declared any dividends since
incorporation and does not anticipate that it will do so in the foreseeable
future. The present policy of the Registrant is to retain future earnings for
use in its operations and expansion of its business.
If dividends were to be paid, Canadian law states that in the case of dividends
paid to residents not of Canada, the Canadian tax is withheld by the Registrant,
which remits only the net amount to the shareholder. By virtue of Article X of
the Tax Convention, the rate of tax on dividends paid to residents of the United
States is generally limited to 15% of the gross dividend (or 10% in the case of
certain corporate shareholders owning at least 10% of the Registrant's voting
shares). In the absence of the treaty provisions, the rate of Canadian
withholding tax imposed on non-residents is 25% of the gross dividend. Stock
dividends received by non-residents from the Registrant are taxable by Canada as
ordinary dividends.
13
ITEM NO. 6. SELECTED FINANCIAL DATA
- ------------------------------------
The selected financial data in Table No. 3 for Fiscal 2001/2000/1999 ended
August 31st was derived from the financial statements of the Company which were
audited by Davidson & Company, independent Chartered Accountants, as indicated
in their report which is included elsewhere in this Annual Report. The selected
financial data for Fiscal 1998/1997 was derived from audited financial
statements of the Company, not included herein.
The selected financial data was extracted from the more detailed financial
statements and related notes included herein and should be read in conjunction
with such financial statements and with the information appearing under the
heading, "Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Table No. 3
Selected Financial Data
($ in 000, expect per share data)
Year Year Year Year Year
Ended Ended Ended Ended Ended
8/31/01 8/31/00 8/31/99 8/31/98 8/31/97
-------------------------------------------
Revenue $22,113 $24,494 $29,102 $26,179 $28,848
Gross Profit $4,287 $3,866 $4,288 $3,392 $3,374
Net Income $712 $609 $593 $102 $495
Earnings per Share: $0.72 $0.60 $0.52 $0.09 $0.43
Fully Diluted EPS: $0.70 $0.58 $0.51 $0.08 $0.41
Dividends Per Share $0.00 $0.00 $0.00 $0.00 $0.00
Basic Avg Shares(000) 989 1,021 1,132 1,148 1,159
Diluted Avg Shares(000) 1,023 1,054 1,167 1,236 1,335
Working Capital $3666 $4609 $4181 $3650 $4240
Long-Term Debt $0 $0 $0 $0 $580
Shareholders' Equity $6694 $6150 $5984 $5717 $5682
Total Assets $7677 $6937 $7214 $7220 $9441
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATION
----------------------------------
The following discussion of the financial condition, changes in financial
condition and results of operations of the Company for the fiscal years ended
8/31/01, 8/31/00 and 8/31/99 should be read in conjunction with the financial
statements of the Company and related notes included therein.
All references to common shares refer to the Company's Common Shares without Par
Value unless otherwise indicated.
14
Results of Operations.
- ----------------------
Sales decreased 9.7% to $22,112,954 in Fiscal 2001, down from $24,494,186 in
Fiscal 2000 and $29,102,273 in Fiscal 1999.
Gross profit increased 11% to $4,287,404 from $3,866,372 in Fiscal 2000 and
$4,288,024 in Fiscal 1999.
General and Administrative Expenses increased 40.5% to $3,464,928 in Fiscal 2001
from $2,465,394 in Fiscal 2000 and $2,895,790 in Fiscal 1999. The significant
increase in general and administrative expenses was due almost entirely to the
addition of the new business, Jewett-Cameron Seed Company, a wholly-owned
subsidiary of the Company. Specific increases in expenses attributable to
Jewett-Cameron Seed Company were: warehouse expenses and supplies of $123,177;
wages and employee benefits of $572,430; telephone and utilities of $28,911;
office and miscellaneous of $63,478; insurance of $48,993; and, depreciation of
$94,747.
Other Items were ($110,198) in Fiscal 2001 compared with ($66,824) in Fiscal
2000 and ($56,675) in Fiscal 1999. In all three years the bulk of the "other
items" consisted of interest expense.
Net Income rose to $712,196 in Fiscal 2001 from $608,679 in Fiscal 2000 and
$592,509 in Fiscal 1999.
Basic EPS was $0.72 in Fiscal 2001 versus $0.60 in Fiscal 2000 and $0.52 in
Fiscal 1999.
Fully Diluted EPS were $0.70 in Fiscal 2001 versus $0.58 in Fiscal 2000 and
$0.51 in Fiscal 1999.
Jewett-Cameron Lumber Company
- -----------------------------
JCLC posted a 17% decrease in sales to $19.4 million in Fiscal 2001 as a result
of continuing low prices in the lumber market and the discontinuing of northwest
operations in the area of home improvement products by Homebase, Inc. which in
the prior fiscal year (Fiscal 2000) accounted for 13% of the Company's sales.
JCLC's income from operations decreased 32% in Fiscal 2001 to $843,278 compared
with $1,250,539 in Fiscal 2000 and $1,314,062 in Fiscal 1999. The causes of the
decrease are a combination of lower lumber prices and the discontinuing of
northwest operations in the area of home improvement products by Homebase, Inc.
MSI-PRO Co.
- -----------
The Fiscal 1997 renaming of the industrial tools under the "MSI-PRO" label has
continued to provide a better product identity and a more efficient use of
marketing dollars. Sales decreased in Fiscal 2001 to $919,169 following a
marginal increase in Fiscal
15
2000 when the Company decided to focus upon more profitable products.
Jewett-Cameron South Pacific
- ----------------------------
The Company completed the winding down of its operations in Tonga during Fiscal
2001 and as of fiscal year end, August 31, Jewett-Cameron South Pacific was no
longer in existence.
Jewett-Cameron Seed Company
- ---------------------------
Fiscal 2001 was the first year of operations for Jewett-Cameron Seed Company
which was incorporated as a wholly owned subsidiary of the Company in October
2000. At the end of Fiscal 2001, sales from Jewett-Cameron Seed Company were
$1,824,632 and income from operations was $35,894. Management had previously
forecast a loss of approximately $300,000 for Jewett-Cameron Seed Company for
its first year of operations; however, because of an effective marketing
campaign and efficient operations the projected loss was not realized.
Liquidity and Capital Resources
- -------------------------------
Cash flows from Fiscal 2001 Operating Activities totaled $1,607,011, including
the $712,196 Net Income. Material adjust-ments included $220,070 of
amortization/depreciation; a gain of($85,100) in deferred income taxes; a
$676,396 decrease in accounts receivable; a $222,548 decrease in inventory; an
increase in prepaid expenses of ($36,862); and, a decrease of ($102,237) in
accounts payable and accrued liabilities.
Cash Flows from Fiscal 2001 Investing Activities totaled ($1,622,072),
consisting almost exclusively of the purchase of the capital assets from Agro
Biotech in the early part of the fiscal year.
Cash Flows from 2001 Financing Activities included an increase in bank
indebtedness of $297,960 and Treasury shares acquired in the amount
of($168,554).
Cash Flows from Fiscal 2000 Operating Activities totaled ($560,034), including
the $608,679 Net Income. Material adjustments included depreciation and
amortization of $125,323; a foreign exchange loss of $55,357; deferred income
taxes of $95,000; a loss on the disposal of capital assets of $73,118; an
increase in accounts receivable of ($90,838); a decrease in inventory of
$44,260; a decrease in prepaid expenses of $4,296; and a decrease of ($355,161)
in accounts payable and accrued liabilities.
Cash Flows from Fiscal 2000 Investing Activities totaled ($45,297). This
consisted of two items: ($400) in deposits and ($44,897) used in the purchase of
capital assets.
16
Cash Flows from Fiscal 2000 Financing Activities totaled ($530,409) including: a
decrease in bank indebtedness of ($87,883) and, ($442,526) used to acquire
treasury shares.
Working capital was $3,665,898 at 8/31/01 compared with $4,609,358 at 8/31/00.
Major working capital changes during Fiscal 2001 were an increase in cash of
$114,345; a decrease in accounts receivable of $676,396; a decrease in inventory
of $222,548; and an increase in current liabilities of 195,723 consisting
primarily of bank indebtedness..
The daily cash needs of the Company are met throughout the year through the bank
line-of-credit of JCLC. JCLC has a bank line-of-credit of $5.5 million, which
along with the working capital surplus is considered adequate to support the
Company's sales level anticipated for the coming year.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
- ---------------------------------------------------
The financial statements, schedules, and notes thereto as required under ITEM #8
are attached hereto and found immediately following the text of this Annual
Report. The audit report of Davidson & Company, independent Chartered Public
Accountants, is included herein immediately preceding the financial statements.
Audited Financial Statements:
- -----------------------------
Fiscal 2001 Ended August 31st
- -----------------------------
Independent Auditor's Report, dated 10/19/01
Consolidated Balance Sheets at 8/31/01 and 8/31/00
Consolidated Statements of Operations for the fiscal years ended 8/31/01,
8/31/00 and 8/31/99
Schedule of Consolidated General and Administrative Expenses for the fiscal
years ended 8/31/01, 8/31/00 and 8/31/99
Consolidated Statements of Cash Flows for the fiscal years ended 8/31/01,
8/31/00 and 8/31/99
Consolidated Statements of Changes in Shareholders' Equity for the fiscal year
ended 8/31/01
Notes to The Consolidated Financial Statements
Independent Auditor's Report dated October 19, 2001
Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE.
-----------------------------------
Not Applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Table No. 4 lists as of 11/14/01 the names of the Directors of the Registrant.
The Directors have served in their respective capacities since their election at
the 1/12/01 Annual Meeting of Shareholders and will serve until the next Annual
Shareholders' Meeting or until a successor is duly elected, unless the office is
vacated in accordance with the Articles/By-Laws of the Registrant.
Table No. 4
Directors
Year First Elected
Name Age or Appointed
- --------------------------- --- ------------------
Donald M. Boone (3) 61 July 1987
Jeffery J. Lowe (1)(2) 44 February 1995
James R. Schjelderup (1)(2) 47 July 1987
Stephanie Rink (1)(2) 43 July 2000
(1) Member of Audit Committee.
(2) Resident of Canada.
(3) Resident of Oregon, USA.
Table No. 5 lists, as of 11/14/01, the names of the Executive Officers and
certain significant employees of the Registrant. The Executive Officers serve at
the pleasure of the Board of Directors. All Executive Officers are
residents/citizens of the United States and spend full-time on the affairs of
the Registrant.
Table No. 5
Executive Officers
Name Position Board Approval
- ----------------- ------------------- --------------
Donald M. Boone President/Treasurer 1987
Michael C. Nasser Corporate Secretary 1987
Business Experience
- -------------------
Donald M. Boone has over thirty-seven years in sales and corporate management,
including twenty-seven years affiliated with companies in the forest products
industry.
Jeffery J. Lowe has been a corporate, commercial and securities attorney with
Richards Buell Sutton of Vancouver, British Columbia, Canada since 1983.
18
Michael C. Nasser has over thirty-two years experience in sales and corporate
management, including twenty-eight years affiliated with companies in the forest
products industry.
James R. Schjelderup has many years experience in computers and corporate
management. He has been an independent computer consultant in the Vancouver,
British Columbia, Canada area since 1988.
Stephanie Rink has over sixteen years experience in consulting to the management
of businesses in the field of personal growth. She has been an independent
consultant in the Vancouver, British Columbia, Canada area since 1985 and she
travels throughout North America and Europe presenting seminars in personal
growth and personal development.
Involvement in Certain Legal Proceedings
- ----------------------------------------
There have been no events during the last five years that are material to an
evaluation of the ability or integrity of any director, person nominated to
become a director, executive officer, promoter or control person including:
a) any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; b) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); c) being subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently enjoining, barring, suspending or otherwise
limiting his/her involvement in any type of business, securities or banking
activities; and d) being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.
Family Relationships/Other Relationships/Arrangements
- -----------------------------------------------------
There are no arrangements or understandings between any two or more Directors or
Executive Officers, pursuant to which he/she was selected as a Director or
Executive Officer. There are no family relationships, material arrangements or
understandings between any two or more Directors or Executive Officers.
19
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The Company has no formal plan for compensating its Directors for their service
in their capacity as Directors. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of the Board of Directors. The Board of Directors may
award special remuneration to any Director undertaking any special services on
behalf of the Company other than services ordinarily required of a Director. No
Director received any compensation for his services as a Director, including his
committee participation and/or special assignments, other than indicated below.
The Company grants stock options to Directors, Executive Officers and employees;
refer to ITEM #11, "Executive Compensation, Stock Option Program".
The Company established an Employee Stock Ownership Plan ("ESOP") that covers
all employees of the Company; refer to ITEM #11, "Executive Compensation,
Employee Stock Ownership Plan".
Other than participation in the aforementioned stock option plan and/or ESOP, no
funds were set aside or accrued by the Company during Fiscal 2000 to provide
pension, retirement or similar benefits for Directors or Executive Officers.
The Company has no plans or arrangements in respect of remuneration received or
that may be received by Executive Officers of the Company in Fiscal 2002 to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
US$60,000 per Executive Officer.
No Executive Officer/Director received other compensation in excess of the
lesser of US$25,000 or 10% of such officer's cash compensation, and all
Executive Officers/Directors as a group did not receive other compensation which
exceeded US$25,000 times the number of persons in the group or 10% of the
compensation.
Except for the aforementioned stock option plan and ESOP, the Company has no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to the Company's Directors or Executive Officers.
However, Michael C. Nasser receives a discretionary bonus.
The Company has no written employment agreements.
20
Cash Compensation
- -----------------
Table No. 6 details compensation paid during Fiscal 2001 Ended 8/31/01 to the
Chief Executive Officer and the only other Executive Officer, to the extent he
was compensated in excess of $100,000. Aggregate compensation to all Directors
and Executive Officers during Fiscal 2000 was $209,750.
Table No. 6
Summary Compensation Table
Name and Annual Compensation
-------------------------------- All
Principal Fiscal Other Annual Other
Position Year Salary Bonus Compensation Compensation
- -------------------- ------ -------- ------- ------------ ------------
Donald M. Boone, CEO 2001 $36,000 $30,000 $0 $0
2000 $36,000 0 0 0
1999 $36,000 $30,000 0 0
1998 $36,000 0 0 0
Michael C. Nasser 2001 $143,750 $ 0 $0 $0
Corporate Secretary 2000 $120,000 45,728 0 0
1999 120,000 78,675 0 0
1998 120,000 39,750 0 0
Employee Stock Ownership Plan
- -----------------------------
The Company sponsors an employee stock ownership plan ("ESOP") that covers all
U.S. employees who are employed by the Company on August 31of each year and who
have at least one thousand hours with the company in the twelve months preceding
that date. The ESOP grants to participants in the plan certain ownership rights
in, but not possession of, the common stock of the Company held by the Trustee
of the Plan. Shares of common stock are allocated annually to participants in
the ESOP pursuant to a prescribed formula. The Company accounts for its ESOP in
accordance with SOP-93-6 (Employers' Accounting for Employee Stock Ownership
Plans). Th Company records compensation expense equal to the market price of the
shares acquired on the open market. Any dividends on allocated ESOP shares are
recorded as a reduction of retained earnings. ESOP compensation expense was
$82,530, $79,141 and $90,170 for 2001, 2000 and 1999, respectively. The ESOP
shares allocated as of August 31, 2001 were 131,000 and as of August 31, 2000,
the ESOP shares allocated were 118,000.
Stock Option Program
- --------------------
Stock Options to purchase securities from Company can be granted to Directors
and Employees of the Company on terms and conditions acceptable to the
regulatory authorities in Canada, notably the Toronto Stock Exchange, the
Ontario Securities Commission and British Columbia Securities Commission. The
Company has no formal written stock option plan.
Under the stock option program, stock options for up to 10% of the number of
issued and outstanding common shares may be granted from time to time, provided
that stock options in favor of any one individual may not exceed 5% of the
issued and outstanding
21
common shares. No stock option granted under the stock option program is
transferable by the optionee other than by will or the laws of descent and
distribution, and each stock option is exercisable during the lifetime of the
optionee only by such optionee.
The exercise price of all stock options granted under the stock option program
must be at least equal to the fair market value (subject to regulated discounts)
of such common shares on the date of grant, and the maximum term of each stock
option may not exceed five years and are determined in accordance with Toronto
Stock Exchange ("TSE") guidelines.
The names and titles of the Directors and Executive Officers of the Registrant
to whom outstanding stock options have been granted and the number of common
shares subject to such options are set forth in Table No. 7 as of 11/14/01, as
well as the number of options granted to Directors and all employees as a group.
Table No. 7
Stock Options Outstanding
Number of Shares of CDN$
Common Exer. Expiration
Name Stock Price Date
- ------------------------------------ --------- ----- ----------
Donald M. Boone 35,000 $4.25 8/06/2006
Michael C. Nasser 35,000 4.25 8/06/2006
Jeffrey Lowe 4,000 8.25 12/31/2001
James Schjelderup 4,000 8.25 12/31/2001
Total Officers/Directors (4 persons) 78,000
Total Employees/consultants 0
Total Officers/Directors/Employees 78,000
22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- -------------------------------------------------------------
MANAGEMENT
----------
The Registrant is a publicly-owned corporation, the shares of which are owned by
United States residents, Canadian residents, and residents of other
jurisdictions. The Registrant is not controlled directly or indirectly by
another corporation or any foreign government. There are no arrangements which
may result in a change of control of the Registrant.
The Registrant is aware of two individuals as being the beneficial owner of more
than ten percent (10%) of the common stock of the Registrant, as described in
Table No. 8.
Table No. 8 lists as of 11/14/01 all Directors and Executive Officers who
beneficially own the Registrant's voting securities and the amount of the
Registrant's voting securities owned by the Directors and Executive Officers as
a group.
Table No. 8
Shareholdings of Directors and Executive Officers
Title Amount and Nature Percent
of of Beneficial of
Class Name of Beneficial Owner (1) Ownership Class #
- ------------------------------------ ----------------- -------
Common Donald M. Boone (2) 299,190 26.9%
Common Michael C. Nasser (3) 157,304 14.2%
Total 456,494 41.1%
(1) Addresses: c/o Jewett-Cameron Trading Company Ltd.
32275 NW Hillcrest, North Plains, Oregon 97133
(2) 35,000 represent currently exercisable stock options.
(3) 35,000 represent currently exercisable stock options.
# Based on 1,074,162 shares outstanding as of 11/14/01 and currently
exercisable stock option owned by each beneficial stockholder.
23
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jeffery J. Lowe, a Director of the Company, is an attorney with Richards Buell
Sutton of Vancouver, British Columbia, Canada who are the Company's legal
counsel. During Fiscal 2000/1999/1998, respectively, the Company paid them
$8,794, $12,959, $6,242, for legal services.
Other than discussed above, there have been no transactions since 8/31/95, or
proposed transactions, which have materially affected or will materially affect
the Company in which any Director, Executive Officer, or beneficial holder of
more that 10% of the outstanding common stock, or any of their respective
relatives, spouses, associates or affiliates has had or will have any direct or
material indirect interest. Management believes the tran-sactions referenced
above were on terms at least as favorable to the Company as the Company could
have obtained from unaffiliated parties.
24
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
- --------------------------------------------------
AND REPORTS ON FORM 8-K
-----------------------
(A) Financial Statements and Schedules:
- ---------------------------------------
Independent Auditor's Report, dated 10/19/01
Consolidated Balance Sheets at 8/31/01 and 8/31/00
Consolidated Statements of Operations
for the fiscal years ended 8/31/01, 8/31/00 and 8/31/99
Schedule of Consolidated General and Administrative Expenses
for the fiscal years ended 8/31/01, 8/31/00 and 8/31/99
Consolidated Statements of Cash Flows
for the fiscal years ended 8/31/01, 8/31/00 and 8/31/99
Consolidated Statements of Changes in Shareholders' Equity
for the fiscal year ended 8/31/01
Notes to The Consolidated Financial Statements
Independent Auditors' Report, dated 10/19/01
Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts
(B) Reports on Form 8-K:
- ------------------------
The Company filed no reports on Form 8-K's during the period covered by this
Annual Report.
25
(C) Index to Exhibits:
- -----------------------
3. i. Articles of Incorporation of the Company
ii. By-Laws (Company has no by-laws)
-- Incorporated by Reference to Form 10 --
4. Instruments Defining Rights of Security Holders.
- Refer to Exhibit No. 3. -
9. Voting Trust Agreement: None
10. Material Contracts: None
11. Statement re: Computation of EPS: None
12. Statement re: Computation of Ratios: None
13. Annual Report to Security Holders,
Form 10-Q or Quarterly Report to Security Holders: None
16. Letter re: Change of Accountant: None
18. Letter re: Change in Accounting Principles: None
21. Subsidiaries of Registrant: Refer to Page 3 of Form 10-K
22. Published Report Regarding Matters Submitted to Vote of
Security Holders: None
24. Power of Attorney: None
27. Financial Data Schedule: None
28. Information from Reports Furnished to State Insurance
Regulatory Authorities: Not Applicable
99. Additional Exhibits:
-- Incorporated by Reference to Form 10 --
26
SIGNATURES
Pursuant to the requirements of Section 13 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.
JEWETT-CAMERON TRADING COMPANY LTD.
Registrant
Date: November 17, 2001
By: /s/ Donald M. Boone
--------------------------------------------------
Donald M. Boone, President/CFO/Controller/Director
Pursuant to the requirement of the Securities Exchange Act of 1934, 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: November 17, 2001
By: /s/ Donald M. Boone
--------------------------------------------------
Donald M. Boone, President/CFO/Controller/Director
Date: November 17, 2001
By: /s/ Michael C. Nasser
--------------------------------------
Michael C. Nasser, Corporate Secretary
27
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of
Jewett-Cameron Trading Company Ltd.
We have audited the consolidated balance sheets of Jewett-Cameron Trading
Company Ltd. as at August 31, 2001 and 2000 and the consolidated statements of
operations, general and administrative expenses, stockholders' equity and cash
flows for the years ended August 31, 2001, 2000 and 1999. 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
in the United States of America. Those standards require that we plan and
perform an 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.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as at August 31, 2001 and 2000 and the results of its operations and
cash flows for the years ended August 31, 2001, 2000 and 1999, expressed in U.S.
dollars, in accordance with generally accepted accounting principles in the
United States. As required by the Company Act of British Columbia we report
that, in our opinion, these principles have been applied on a consistent basis.
/s/DAVIDSON & COMPANY
DAVIDSON & COMPANY
Vancouver, Canada Chartered Accountants
October 19, 2001
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
AS AT AUGUST 31
=====================================================================================================
2001 2000
- ----------------------------------------------------------------------- -------------- --------------
ASSETS
Current
Cash and cash equivalents $ 322,622 $ 208,277
Accounts receivable, net of allowance of $315,000 (2000 - $250,000) 1,864,991 2,541,387
Inventory (Note 4) 2,400,027 2,622,575
Prepaid expenses 61,109 24,247
------------ ------------
Total current assets 4,648,749 5,396,486
Capital assets (Note 5) 2,820,676 1,343,929
Deferred income taxes (Note 6) 207,300 122,200
Deposits - 74,745
------------ ------------
Total assets $ 7,676,725 $ 6,937,360
======================================================================= ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Bank indebtedness (Note 7) $ 297,960 $ -
Accounts payable and accrued liabilities 684,891 787,128
------------ ------------
Total current liabilities 982,851 787,128
------------ ------------
Stockholders' equity
Capital stock (Note 8)
Authorized
20,000,000 Common shares, without par value
10,000,000 Preferred shares, without par value
Issued
1,074,162 Common shares (2000 - 1,074,162) 1,795,157 1,795,157
Additional paid-in capital 582,247 582,247
Retained earnings 4,817,666 4,105,470
------------ ------------
7,195,070 6,482,874
Less: Treasury stock - 97,000 common shares (2000 - 65,500) (501,196) (332,642)
------------ ------------
Total stockholders' equity 6,693,874 6,150,232
------------ ------------
Total liabilities and stockholders' equity $ 7,676,725 $ 6,937,360
======================================================================= ============ ============
Contingent liabilities and commitments (Note 11)
The accompanying notes are an integral part of these consolidated financial
statements.
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
=================================================================================================
2001 2000 1999
- -------------------------------------------------- ------------- --------------- ----------------
SALES $ 22,112,954 $ 24,494,186 $ 29,102,273
COST OF SALES 17,880,550 20,627,814 24,814,249
------------ ------------ -------------
GROSS PROFIT 4,232,404 3,866,372 4,288,024
------------ ------------ -------------
OPERATING COSTS
General and administrative expenses - Schedule 3,464,928 2,465,394 2,895,790
Foreign exchange loss 22,117 55,357 532
Loss on disposal of capital assets - - 45,078
Write-down of trademarks - - 165,440
Write-down of capital assets - 73,118 -
Litigation settlement - 150,000 -
------------ ------------ ------------
3,487,045 2,743,869 3,106,840
------------ ------------ -------------
Income from operations 745,359 1,122,503 1,181,184
------------ ------------ -------------
OTHER ITEMS
Interest and other income 14,002 28,640 37,026
Interest expense (124,200) (95,464) (93,701)
------------ ------------ -------------
(110,198) (66,824) (56,675)
------------ ------------ -------------
Income before income taxes 635,161 1,055,679 1,124,509
------------ ------------ -------------
Income taxes (Note 6)
Current 8,065 352,000 546,00
Deferred (85,100) 95,000 (14,000)
------------ ------------ -------------
(77,035) 447,000 532,000
------------ ------------ -------------
Net income for the year $ 712,196 $ 608,679 $ 592,509
================================================== ============ ============ =============
Basic earnings per share $ 0.72 $ 0.60 $ 0.52
================================================== ============ ============ =============
Diluted earnings per share $ 0.70 $ 0.58 $ 0.51
================================================== ============ ============ =============
The accompanying notes are an integral part of these consolidated financial
statements.
JEWETT-CAMERON TRADING COMPANY LTD.
SCHEDULE OF CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
==============================================================================
2001 2000 1999
- --------------------------------------- ------------ ------------ ------------
Bad debt expense $ 68,698 $ 15,542 $ 196,923
Depreciation and amortization 220,070 125,323 170,435
Insurance 122,620 73,627 55,398
Office and miscellaneous 253,914 190,436 242,558
Professional fees 98,020 116,278 161,500
Rent 5,804 - -
Repairs and maintenance 43,599 53,341 36,937
Telephone and utilities 107,069 78,158 90,320
Travel, entertainment and advertising 189,297 152,459 167,929
Wages and employee benefits 2,129,468 1,557,038 1,689,362
Warehouse expenses and supplies 226,369 103,192 84,428
----------- ----------- -----------
$ 3,464,928 $ 2,465,394 $ 2,895,790
======================================= ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
============================================================================ ================ =============== ================
2001 2000 1999
- ---------------------------------------------------------------------------- ---------------- --------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year $ 712,196 $ 608,679 $ 592,509
Items not involving an outlay of cash:
Depreciation and amortization 220,070 125,323 170,435
Foreign exchange (gain) loss - 55,357 -
Deferred income taxes (85,100) 95,000 (14,000)
Loss on disposal of capital assets - 73,118 45,078
Write-down of trademarks - - 165,440
Changes in non-cash working capital items:
(Increase) decrease in accounts receivable 676,396 (90,838) (486,042)
Decrease in inventory 222,548 44,260 381,968
(Increase) decrease in prepaid expenses (36,862) 4,296 17,210
Increase (decrease) in accounts payable and accrued liabilities (102,237) (355,161) 406,026
-------------- -------------- --------------
Net cash provided by operating activities 1,607,011 560,034 599,186
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness 297,960 (87,883) (679,438)
Capital stock issued - - 11,044
Treasury shares acquired (168,554) (442,526) (336,123)
-------------- -------------- --------------
Net cash provided by (used in) financing activities 129,406 (530,409) (325,079)
-------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits 74,745 (400) -
Purchase of capital assets (1,696,817) (44,897) (112,411)
Proceeds on disposal of capital assets - - 9,324
-------------- -------------- --------------
Net cash used in investing activities (1,622,072) (45,297) (103,087)
-------------- -------------- --------------
Change in cash and cash equivalents 114,345 (15,672) 171,020
Cash and cash equivalents, beginning of year 208,277 223,949 52,929
-------------- -------------- --------------
Cash and cash equivalents, end of year $ 322,622 $ 208,277 $ 223,949
============================================================================ ================ =============== ================
Supplemental disclosures with respect to cash flows (Note 14)
The accompanying notes are an integral part of these consolidated financial
statements.
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
==============================================================================================================================
Common Stock Treasury Shares
------------------------- -------------------------- Additional
Number Number Paid-In Retained
of Shares Amount of Shares Amount Capital Earnings Total
- ----------------------------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
Balance, August 31, 1998 1,176,762 $ 1,960,368 20,600 $ 117,630 $ 582,247 $ 3,291,664 $ 5,716,649
Net income for the year - - - - - 592,509 592,509
Stock options exercised 4,000 11,044 - - - - 11,044
Shares cancelled (23,600) (39,315) - - - - (39,315)
Treasury shares acquired - - 64,900 336,123 - - (336,123)
Treasury shares cancelled - - (23,600) (134,354) - - 134,354
Premium relating to cancellation
of share capital - - - - - (95,039) (95,039)
----------- ----------- ----------- ----------- ---------- ----------- -----------
Balance, August 31, 1999 1,157,162 1,932,097 61,900 319,399 582,247 3,789,134 5,984,079
Net income for the year - - - - - 608,679 608,679
Shares cancelled (83,000) (136,940) - - - - (136,940)
Treasury shares acquired - - 86,600 442,526 - - (442,526)
Treasury shares cancelled - - (83,000) (429,283) - - 429,283
Premium relating to cancellation
of share capital - - - - - (292,343) (292,343)
----------- ----------- ----------- ----------- ---------- ----------- -----------
Balance, August 31, 2000 1,074,162 1,795,157 65,500 332,642 582,247 4,105,470 6,150,232
Net income for the year - - - - - 712,196 712,196
Treasury shares acquired - - 31,500 168,554 - - (168,554)
----------- ----------- ----------- ----------- ---------- ----------- -----------
Balance, August 31, 2001 1,074,162 $ 1,795,157 97,000 $ 501,196 $ 582,247 $ 4,817,666 $ 6,693,874
=================================== ============ ============ ============ ============= =========== ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
1. NATURE OF OPERATIONS
The Company was incorporated under the Company Act of British Columbia
on July 8, 1987.
The Company through its subsidiaries operates out of facilities located
in North Plains, Oregon and Ogden, Utah. The Company operates as a
wholesaler of lumber and building materials to home improvement centres
located primarily in the Pacific and Rocky Mountain regions of the
United States, as an importer and distributor of pneumatic air tools
and industrial clamps throughout the United States, and as a processor
and distributor of agricultural seeds in the United States.
2. SIGNIFICANT ACCOUNTING POLICIES
Generally accepted accounting principles
These consolidated financial statements have been prepared in
accordance with generally accepted accounting principles of the United
States of America, which are not materially different from generally
accepted accounting principles utilized in Canada.
Principles of consolidation
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, The Jewett-Cameron Lumber
Corporation, Jewett-Cameron Seed Co. and MSI-PRO Co., all of which are
incorporated under the laws of Oregon, U.S.A. and Jewett-Cameron South
Pacific Ltd., which is incorporated under the laws of Tonga.
Significant inter-company balances and transactions have been
eliminated upon consolidation.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue recognition
The Company recognizes revenue from the sales of building supply
products and tools, when the products are shipped and the ultimate
collection is reasonably assured. Revenue from the Company's seed
operations is generated by the provision of seed processing, handling
and storage services provided to seed growers, and by the sales of seed
products. Revenue from the provision of these services and products is
recognized when the services have been performed and products sold and
collection of the amounts is reasonably assured.
Currency
These financial statements are expressed in U.S. dollars as the
Company's operations are based predominately in the United States. Any
amounts expressed in Canadian dollars are indicated as such.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Inventory
Inventory is recorded at the lower of cost, based on the average cost
method and net realizable value.
Capital assets and depreciation
Capital assets are recorded at cost and the Company provides for
depreciation over the estimated life of each asset on a straight-line
basis over the following periods:
Office equipment 5-7 years
Warehouse equipment 2-10 years
Buildings 5-30 years
Foreign exchange
The Company's functional currency for all operations worldwide is the
U.S. dollar. Nonmonetary assets and liabilities are translated at
historical rates and monetary assets and liabilities are translated at
exchange rates in effect at the end of the year. Income statement
accounts are translated at average rates for the year. Gains and losses
from translation of foreign currency financial statements into U.S.
dollars are included in current results of operations. Gains and losses
resulting from foreign currency translations are also included in
current results of operations.
Earnings per share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
share are to be presented. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding in the period. Diluted
earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive
common shares.
The earnings per share data for the years ended August 31 is summarized
as follows:
==================================================== =============== =============== ===============
2001 2000 1999
---------------------------------------------------- --------------- --------------- ---------------
Net income $ 712,196 $ 608,679 $ 592,509
==================================================== =============== =============== ===============
Basic earnings per share weighted average number
of shares outstanding 988,681 1,020,726 1,131,627
Effect of dilutive securities
Stock options 34,740 33,344 34,948
------------- ------------- -------------
Diluted earnings per share weighted average number
of shares outstanding 1,023,421 1,054,070 1,166,575
==================================================== =============== =============== ===============
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Earnings per share (cont'd...)
Options to purchase 35,260, 48,656, 47,052, shares were outstanding at
August 31, 2001, 2000 and 1999, respectively, but were not included in
the computation of diluted earnings per share because the exercise
price of the options was greater than the average market price of the
common share, and therefore the effect would be anti-dilutive.
Employee stock option plan
The Company accounts for its employee stock option plan using the
intrinsic value method.
Post retirement benefits
Post retirement benefits are accounted for on an accrual basis. Any
difference between net periodic post retirement benefit cost charged
against income and the amount actually funded is recorded as an accrued
or prepaid cost. This policy is consistent with Financial Accounting
Standards No. 106, "Employers Accounting for Post Retirement Benefits
Other than Pensions".
Financial instruments
The Company uses the following methods and assumptions to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate such values:
Bank indebtedness
The carry amount approximates fair value due to the short-term nature
of the obligation.
Cash and short-term investments
The carrying amount approximates fair value because of the short
maturity of those instruments.
Accounts receivable
The carrying value of accounts receivable approximates fair value due
to the short-term nature and historical collectability.
Accounts payable
The carrying value of accounts payable approximates fair value due to
the short-term nature of the obligations.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Financial instruments (cont'd...)
The estimated fair values of the Company's financial instruments are as
follows:
============================== =============================== == ===============================
2001 2000
------------------------------- -------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------------------------ --------------- --------------- -- --------------- ---------------
Bank indebtness $ 297,960 $ 297,960 $ - $ -
Cash and cash equivalents 322,622 322,622 208,277 208,277
Accounts receivable 1,864,991 1,864,991 2,541,387 2,541,387
Accounts payable 684,891 684,891 787,128 787,128
============================== =============== =============== == =============== ===============
Comparative figures
Certain comparative figures have been reclassified to conform with the
presentation adopted for the current year.
Accounting for derivative instruments and hedging activities
Effective August 31, 2000, the Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as
amended. This statement requires companies to record derivatives on the
balance sheet as assets or liabilities at their fair value. In certain
circumstances, changes in the value of such derivatives may be required
to be recorded as gains or losses. The impact of this statement did not
have a material effect on the Company's consolidated financial
statements.
Recent accounting pronouncements
Effective June 1, 2001, the Company adopted the SEC's Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB
101"). SAB 101 provides guidance related to revenue recognition.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations",
and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
requires that the purchase method of accounting be used for all future
business combinations and specifies criteria that intangible assets
acquired in a business combination must meet to be recognized and
reported apart from goodwill. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized,
but instead tested for impairment at least annually in accordance with
the provisions of SFAS No. 142. SFAS No. 142 will also require that
intangible assets with estimable useful lives be amortized over their
respective estimated useful lives, and reviewed for impairment in
accordance with SFAS No. 121. The Company will adopt the provisions of
SFAS 141 and SFAS 142 as of July 1, 2001.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 ("SFAS 143") "Accounting for Asset Retirement
Obligations" that records the fair value of the liability for closure
and removal costs associated with the legal obligations upon retirement
or removal of any tangible long-lived assets. The initial recognition
of the liability will be capitalized as part of the asset cost and
depreciated over its estimated useful life. SFAS 143 is required to be
adopted effective January 1, 2003.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Recent accounting pronouncements (cont'd...)
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144") "Accounting for the Impairment or
Disposal of Long-Lived Assets" that supersedes Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment or Disposal
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS
144 is required to be adopted effective January 1, 2002.
The adoption of these new pronouncements is not expected to have a
material effect on the Company's financial position or results of
operations.
3. BUSINESS COMBINATION AND ACQUISITION
During the period, the Company acquired all of the assets, including
land, buildings and equipment of Agrobiotech Inc. (Hillsboro) for total
proceeds of $1,530,762.
The cost of the acquisition was allocated as follows:
Land $ 456,713
Buildings 782,781
Warehouse equipment 285,768
Office equipment 5,500
---------------
$ 1,530,762
Following the acquisition, the Company incorporated Jewett-Cameron Seed
Co. under the laws of Oregon, U.S.A. This subsidiary operates as a
processor and distributor of agricultural seed products.
4. INVENTORY
=================================================== ================
2001 2000
------------------------------------ --------------- ---------------
Home improvement products $ 1,936,706 $ 2,241,313
Air tools and industrial clamps 280,449 381,262
Seeds 182,872 -
-------------- --------------
$ 2,400,027 $ 2,622,575
==================================== =============== ===============
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
5. CAPITAL ASSETS
=================================== ============== ==============
2001 2000
----------------------------------- -------------- --------------
Office equipment $ 199,348 $ 185,422
Warehouse equipment 651,581 221,568
Buildings 2,072,155 1,288,340
Land 845,632 375,593
------------- -------------
3,768,716 2,070,923
Accumulated depreciation (948,040) (726,994)
------------- -------------
Net book value $ 2,820,676 $ 1,343,929
=================================== ============== ==============
In the event that facts and circumstances indicate that the carrying
amount of an asset may not be recoverable and an estimate of future
undiscounted cash flows is less than the carrying amount of the asset,
an impairment loss will be recognized. Management's estimates of
revenues, operating expenses, and operating capital are subject to
certain risks and uncertainties which may affect the recoverability of
the Company's investments. Although management has made its best
estimate of these factors based on current conditions, it is possible
that changes could occur which could adversely affect management's
estimate of the net cash flow expected to be generated from its
operations.
6. INCOME TAXES
A reconciliation of the provision (benefit) for income taxes with
amounts determined by applying the statutory US federal income tax rate
to income before income taxes is as follows:
=================================================== ============== =============== ==============
2001 2000 1999
--------------------------------------------------- -------------- --------------- --------------
Computed tax at the federal statutory rate of 34% $ 215,955 $ 358,931 $ 382,333
State taxes, net of federal benefit 1,541 34,980 51,590
Write-down of assets not deductible - - 5,179
Depreciation (7,612) 17,125 (6,123)
Operating loss carryforwards (314,976) (50,514) -
Losses of subsidiary 36,133 82,444 93,017
Inventory reserve 10,244 - -
Bad debt reserve (26,329) - -
Other 8,009 4,034 6,004
------------- ------------- -------------
Provision (benefit) for income taxes $ (77,035) $ 447,000 $ 532,000
=================================================== ============== =============== ==============
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
6. INCOME TAXES (cont'd...)
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company's deferred tax assets
and liabilities are as follows:
=================================================== ============== =============== ===============
2001 2000 1999
--------------------------------------------------- -------------- --------------- ---------------
Deferred tax assets:
Allowance for doubtful accounts $ 152,404 $ 87,159 $ 172,848
Difference between book and tax depreciation 54,896 35,041 44,352
Net operating loss carryforwards 246,476 210,128 200,534
------------- ------------- -------------
Total deferred tax assets 453,776 332,328 417,734
Valuation allowance (246,476) (210,128) (200,534)
------------- ------------- -------------
Net deferred tax assets $ 207,300 $ 122,200 $ 217,200
=================================================== ============== =============== ===============
The Company has provided a full allowance on the deferred tax asset
relating to its Canadian net operating loss carryforwards due to the
uncertainty of these being realized.
At August 31, 2001, the Company has available unused net operating
losses that may be applied against future taxable income and that
expire as follows:
2002 $ -
2003 241,031
2004 42,208
2005 76,801
2006 27,908
2007 52,108
2008 104,043
-------------
$ 544,099
7. BANK INDEBTEDNESS
====================================== ============== ===============
2001 2000
-------------------------------------- -------------- ---------------
Demand loan $ 297,960 $ -
====================================== ============== ===============
The bank indebtedness is secured by an assignment of accounts
receivable and inventory. Interest is calculated at either prime or the
libor rate plus 225 basis points.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
8. CAPITAL STOCK
Holders of common stock are entitled to one vote for each share held.
There are no restrictions that limit the Company's ability to pay
dividends on its common stock. The Company has not declared any
dividends since incorporation.
Treasury stock
Treasury stock is recorded at cost. During fiscal 2001 and 2000, the
Company repurchased 31,500 and 86,600 shares, respectively, at an
aggregate cost of $168,554 and $442,526, respectively.
During fiscal 2000, the Company cancelled 83,000 common shares (1999 -
23,600) with an average cost of $429,283 (1999 - $134,354). The premium
paid to acquire these shares over their per share book value in the
amount of $292,343 (1999 - $,95,039) was recorded as a decrease to
retained earnings.
Stock Options
The Company has a stock option plan under which stock options to
purchase securities from the Company can be granted to directors and
employees of the Company on terms and conditions acceptable to the
regulatory authorities of Canada, notably the Toronto Stock Exchange
("TSE"), the Ontario Securities Commission and the British Columbia
Securities Commission. The Company has no formal written stock option
plan.
Under the stock option program, stock options for up to 10% of the
number of issued and outstanding common shares may be granted from time
to time, provided that stock options in favour of any one individual
may not exceed 5% of the issued and outstanding common shares. No stock
option granted under the stock option program is transferable by the
optionee other than by will or the laws of descent and distribution,
and each stock option is exercisable during the lifetime of the
optionee only by such optionee.
The exercise price of all stock options, granted under the stock option
program, must be at least equal to the fair market value (subject to
regulated discounts) of such common shares on the date of grant.
Proceeds received by the Company from exercise of stock options are
credited to capital stock.
At August 31, 2001, employee incentive stock options were outstanding
enabling the holders to acquire the following number of shares:
================ ============= =================
Number Exercise
of Shares Price Expiry Date
---------------- ------------- -----------------
70,000 Cdn$ 4.25 August 6, 2006
8,000 Cdn$ 8.25 December 31, 2001
================ ============= =================
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
9. EMPLOYEE STOCK OWNERSHIP PLAN
The Company sponsors an employee stock ownership plan ("ESOP") that
covers all U.S. employees who are employed by the Company on August 31
of each year and who have at least one thousand hours with the Company
in the twelve months preceding that date. The ESOP grants to
participants in the plan certain ownership rights in, but not
possession of, the common stock of the Company held by the Trustee of
the Plan. Shares of common stock are allocated annually to participants
in the ESOP pursuant to a prescribed formula. The Company accounts for
its ESOP in accordance with SOP-93-6 (Employers' Accounting for
Employee Stock Ownership Plans). The Company records compensation
expense equal to the market price of the shares acquired on the open
market. Any dividends on allocated ESOP shares are recorded as a
reduction of retained earnings. ESOP compensation expense was $82,530,
$79,141 and $90,170, for 2001, 2000 and 1999, respectively. The ESOP
shares as of August 31 were as follows:
======================================== ============== ==============
2001 2000
---------------------------------------- -------------- --------------
Allocated shares 131,000 118,000
======================================== ============== ==============
10. STOCK BASED COMPENSATION EXPENSE
No new stock options were granted during the fiscal year ended August
31, 2001 and 2000.
Following is a summary of the status of the plan during 2001, 2000 and
1999:
======================================== ============== ===============
Weighted
Average
Number Exercise
of Shares Price
---------------------------------------- -------------- ---------------
Outstanding at August 31, 1998 74,000 Cdn$ 4.25
Granted 20,000 Cdn$ 8.25
Forfeited -
Exercised (4,000) Cdn$ 4.25
-------------
Outstanding at August 31, 1999 and 2000 90,000 Cdn$ 5.14
Granted -
Forfeited -
Exercised -
Expired (12,000) Cdn$ 8.25
-------------
Outstanding at August 31, 2001 78,000 Cdn$ 4.66
======================================== ============== ===============
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
10. STOCK BASED COMPENSATION EXPENSE (cont'd...)
Following is a summary of the status of options outstanding at August
31, 2001:
=============== =======================================================
Outstanding Options Exercisable Options
---------------------------- -------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Contractual Exercise Exercise
Exercise Price Number Life Price Number Price
--------------- ------ ----------- --------- ------ ---------
Cdn$4.25 70,000 Cdn$ 4.25 70,000 Cdn$ 4.25
Cdn$8.25 8,000 Cdn$ 8.25 8,000 Cdn$ 8.25
=============== ====== =========== ========= ====== =========
The Company has elected to follow APB Opinion No. 25 (Accounting for
Stock Issued to Employees) in accounting for its employee stock
options. Accordingly, no compensation expense is recognized in the
Company's financial statements because the exercise price of the
Company's employee stock options equals the market price of the
Company's common stock on the date of grant. If under Financial
Accounting Standards Board Statement No. 123 (Accounting for
Stock-Based Compensation) the Company determined compensation costs
based on the fair value at the grant date for its stock options, net
earnings and earnings per share would have been reduced to the
following pro-forma amounts:
=========================== ========== =========== ===========
2001 2000 1999
--------------------------- ---------- ----------- -----------
Net income
As reported $ 712,196 $ 608,679 $ 592,509
========== =========== ===========
Pro forma $ 712,196 $ 608,679 $ 486,600
========== =========== ===========
Basic earnings per share
As reported $ 0.72 $ 0.60 $ 0.52
========== =========== ===========
Pro forma $ 0.72 $ 0.60 $ 0.43
========== =========== ===========
Diluted earnings per share
As reported $ 0.70 $ 0.58 $ 0.51
========== =========== ===========
Pro forma $ 0.70 $ 0.58 $ 0.42
=========================== ========== =========== ===========
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
10. STOCK BASED COMPENSATION EXPENSE (cont'd...)
The weighted average estimated fair value of stock options granted
during 2001, 2000 and 1999 were $Nil, $Nil, and Cdn$0.09 per share,
respectively. These amounts were determined using the Black-Scholes
option pricing model, which values options based on the stock price at
the grant date, the expected life of the option, the estimated
volatility of the stock, the expected dividend payments, and the
risk-free interest rate over the expected life of the option. The
assumptions used in the Black-Scholes model were as follows for stock
options granted in 1999:
============================= =========== ============ ============
2001 2000 1999
----------------------------- ----------- ------------ ------------
Risk-free interest rate - - 5.13%
Expected life of the options - - 2 years
Expected volatility - - 39.85%
Expected dividend yield - - -
============================= =========== ============ ============
The Black-Scholes option valuation model was developed for estimating
the fair value of traded options that have no vesting restrictions and
are fully transferable. Because option valuation models require the use
of subjective assumptions, changes in these assumptions can materially
affect the fair value of the options, and the Company's options do not
have the characteristics of traded options, so the option valuation
models do not necessarily provide a reliable measure of the fair value
of its options.
11. CONTINGENT LIABILITIES AND COMMITMENTS
a) The Company established an Employee Stock Ownership Plan, whereby
the employees may earn up to 90,000 shares of the Company using a
formula based on years of service. The establishment of the plan
resulted in the Company forming a trust, which acquired from the
Company 90,000 shares at a deemed price of Cdn$5.00 per share. As at
August 31, 2001 and 2000, 90,000 of these shares were earned by the
employees under this plan but remain in the trust (Note 9).
b) At August 31, 2001 and 2000, the Company had an un-utilized
line-of-credit of approximately $4,700,000 and $4,500,000,
respectively.
12. SEGMENTED INFORMATION
The Company has three principal operating segments: the sales of lumber
and building materials to home improvements centres in the United
States; the sale of pneumatic air tools and industrial clamps in the
United States; and the processing and sales of agricultural seeds in
the United States. These operating segments were determined based on
the nature of the products offered. Operating segments are defined as
components of an enterprise about which separate financial information
is available that is evaluated regularly in deciding how to allocate
resources and in assessing performance. The Company evaluates
performance based on several factors, of which the primary financial
measure is business segment income before taxes. The following tables
show the operations of the Company's reportable segments.
In computing income from operations by industry segment, unallocable
general and administrative expenses have been excluded from each
segment's pre-tax operating earnings before interest expense and have
been included in general corporate and other operations.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
12. SEGMENTED INFORMATION (cont'd...)
Following is a summary of segmented information for 2001, 2000 and
1999:
================================================= =============== ================
2001 2000 1999
-------------------------------- ---------------- --------------- ----------------
Sales to unaffiliated customers:
Building materials:
United States $ 19,369,153 $ 23,336,751 $ 27,707,986
South Pacific - 45,602 316,757
Industrial tools 919,169 1,111,833 1,077,530
Seed processing and sales 1,824,632 - -
-------------- -------------- -------------
$ 22,112,954 $ 24,494,186 $ 29,102,273
================ =============== ================
Income from operations:
Building materials:
United States $ 843,278 $ 1,250,539 $ 1,314,062
South Pacific (2,285) (190,610) (138,126)
Industrial tools (23,981) 150,123 116,902
Seed processing and sales 35,894 - -
General corporate (107,547) (87,549) (111,654)
-------------- -------------- --------------
$ 745,359 $ 1,122,503 $ 1,181,184
================ =============== ================
Identifiable assets:
Building materials:
United States $ 6,739,910 $ 6,456,978 $ 6,521,677
South Pacific - 247,907 464,719
Industrial tools 101,409 116,753 117,549
Seed processing and sales 815,699 - -
General corporate 19,707 115,722 110,306
-------------- -------------- --------------
$ 7,676,725 $ 6,937,360 $ 7,214,251
================ =============== ================
Depreciation and amortization:
Building materials:
United States $ 220,070 $ 123,150 $ 152,591
South Pacific - 2,173 16,250
Industrial tools - - 1,594
Seed processing and sales - - -
-------------- -------------- -------------
$ 220,070 $ 125,323 $ 170,435
================ =============== ================
- continued -
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
12. SEGMENTED INFORMATION (cont'd...)
================================ ================ =============== ================
2001 2000 1999
-------------------------------- ---------------- --------------- ----------------
Continued...
Capital expenditures:
Building materials:
United States $ 60,296 $ 44,897 $ 112,411
South Pacific - - -
Seed processing and sales 1,636,521 - -
-------------- -------------- -------------
$ 1,696,817 $ 44,897 $ 112,411
================ =============== ================
Interest expense:
Building materials
United States $ 124,200 $ 95,464 $ 93,701
South Pacific - - -
Industrial tools - - -
Seed processing and sales - - -
-------------- -------------- -------------
$ 124,200 $ 95,464 $ 93,701
================================== ================ =============== ================
During 2001, the Company made sales to the following customers of the
building material segments which were in excess of 10% of total sales
for the year: Fred Meyer Inc. - $8,934,216, The Home Depot, Inc. -
$6,739,543.
During 2000, the Company made sales to the following customers of the
building material segments which were in excess of 10% of total sales
for the year: Fred Meyer Inc. - $8,756,105, The Home Depot, Inc. -
$5,040,083, Lowes Companies - $3,782,656 and Homebase, Inc. -
$3,215,835.
During 1999, the Company made sales to the following customers of the
building materials segment which were in excess of 10% of total sales
for the year: Eagle Hardware & Garden - $9,846,757, Fred Meyer, Inc. -
$6,838,184 and The Home Depot, Inc. - $6,629,888.
13. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash
equivalents and accounts receivable. The Company places its cash and
cash equivalents with high quality financial institutions and limits
the amount of credit exposure with any one institution. The Company has
concentrations of credit risk with respect to accounts receivable as
large amounts of its accounts receivable are concentrated
geographically in the United States amongst a small number of
customers. At August 31, 2001, two customers totalling $419,817 and
$1,056,600 and at August 31, 2000 three customers totalling $347,676,
$505,087 and $1,335,367, respectively, accounted for accounts
receivable greater than 10% of total accounts receivable. The Company
controls credit risk through credit approvals, credit limits, and
monitoring procedures. The Company performs credit evaluations of its
commercial customers but generally does not require collateral to
support accounts receivable.
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2001
14. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
=============================== ============= ============ ============
2001 2000 1999
------------------------------- ------------- ------------ ------------
Cash paid during the year for:
Interest $ 124,200 $ 95,464 $ 93,701
Income taxes - 423,457 433,157
=============================== ============= ============ ============
There were no significant non-cash transactions in 2001.
Significant non-cash transaction in 2000:
The Company cancelled 83,000 treasury shares repurchased at a price
of $429,283, which had an original cost of $136,940. The difference
between the original cost and purchase price of $292,343 was applied
against retained earnings as a premium relating to cancellation of
share capital.
Significant non-cash transaction in 1999:
The Company cancelled 23,600 treasury shares repurchased at a price
of $134,354, which had an original cost of $39,315. The difference
between the original cost and purchase price of $95,039 was applied
against retained earnings as a premium relating to the cancellation
of share capital.
15. SUBSEQUENT EVENT
Subsequent to year end, the Company granted options to directors of the
Company enabling them to acquire 12,000 shares of the Company at a
price of Cdn$7.50 per share, expiring on December 31, 2003.
DAVIDSON & COMPANY Chartered Accountants
A Partnership of Incorporated Professionals
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Jewett-Cameron Trading Company Ltd.
Our report on the consolidated financial statements of Jewett-Cameron Trading
Company Ltd. is included in this Form 10-K. In connection with our examinations
of such financial statements, we have also examined the related financial
statement schedule listed in the index of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly the information required to be included therein.
/s/DAVIDSON & COMPANY
DAVIDSON & COMPANY
Vancouver, Canada Chartered Accountants
October 19, 2001
A Member of SC INTERNATIONAL
Suite 1200, Stock Exchange Tower,
609 Granville Street,
P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
JEWETT-CAMERON TRADING COMPANY LTD.
FINANCIAL STATEMENT SCHEDULE
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
AUGUST 31, 2001
==================================== ============ ============ ============= =========== =============
Additions Deductions
Balance at Charged to Credited to eductions
Beginning Costs and Costs and from Balance at
of Year Expenses Expenses Reserves End of Year
- ------------------------------------ ------------ ------------ ------------- ----------- -------------
1999
Allowance deducted from related
balance sheet account:
Accounts receivable $ 420,000 $ 48,000 $ - $ - $ 468,000
Deferred tax valuation account 187,645 12,889 - - 200,534
============ ============ ============= =========== =============
2000
Allowance deducted from related
balance sheet account:
Accounts receivable $ 468,000 $ 57,306 $ 45,000 $ 230,306 $ 250,000
Deferred tax valuation account 200,534 9,594 - - 210,128
============ ============ ============= =========== =============
2001
Allowance deducted from related
balance sheet account:
Accounts receivable $ 250,000 $ 135,000 $ - $ 70,000 $ 315,000
Deferred tax valuation account 210,128 36,348 - - 246,476
==================================== ============ ============ ============= =========== =============