UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT
TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2002
OR
( ) TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ______________________
Commission file number: 0-19954
JEWETT-CAMERON TRADING COMPANY, LTD.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA | NONE |
(State or other jurisdiction of incorporation
or organization) |
(IRS Employer Identification Number) |
32275 N.W. Hillcrest, North Plains, Oregon 97133
(Address of Principal Executive Offices)
Registrants 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 X No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of November 30, 2002. Common Stock, no par value 1,025,605 Shares.
Jewett-Cameron Trading Company Ltd.
Index to Form 10-Q
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets at November 30, 2002 and August 31, 2002
Consolidated Statements of Operations as of the Three Month Period Ended
November 30, 2002 and November 30, 2001
Consolidated Statements of Cash Flows as of the Three Month Period Ended
November 30, 2002 and November 30, 2001
Consolidated Statements of Stockholders Equity
Notes to the Consolidated Financial Statements
Item 2 Management Discussion and Analysis of Financial Condition and
Results of Operations
Item 3 Quantitative and Qualitative Disclosure About Market Risk
Item 4 Controls and Procedures
PART 2 OTHER INFORMATION
Signatures
Certifications
Exhibits - - 99.1 and 99.2 Certifications Pursuant to 18 U.S.C. Section
1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited Prepared by Management)
NOVEMBER 30, 2002
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
(Prepared by Management)
November
30, |
August 31, |
|||||
2002 |
2002 |
|||||
ASSETS | ||||||
Current | ||||||
Cash and cash equivalents | $ | 261,115 | $ | 469,991 | ||
Accounts receivable, net of allowance of $310,000 (2001 - $315,000) | 4,550,891 | 6,098,733 | ||||
Inventory (Note 4) | 7,624,039 | 4,696,783 | ||||
Prepaid expenses | 204,308 | 102,423 | ||||
Total current assets | 12,640,353 | 11,367,930 | ||||
Capital assets (Note 5) | 2,792,294 | 2,861,850 | ||||
Deferred income taxes (Note 6) | 171,900 | 171,900 | ||||
Total assets | $ | 15,604,547 | $ | 14,401,680 | ||
The accompanying notes are an integral part of these consolidated financial statements.
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
(Prepared by Management)
November 30, | August 31, | |||||
2002 | 2002 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Current | ||||||
Bank indebtedness (Note 7) | $ | 5,370,542 | $ | 2,965,639 | ||
Accounts payable and accrued liabilities | 2,585,993 | 4,018,760 | ||||
Total current liabilities | 7,956,535 | 6,984,399 | ||||
Stockholders' equity | ||||||
Capital stock (Note 8) | ||||||
Authorized | ||||||
20,000,000 Common shares, without par value | ||||||
10,000,000 Preferred shares, without par value | ||||||
Issued | ||||||
1,025,605 Common shares (August 31, 2002 1,005,662) | 1,871,340 | 1,706,451 | ||||
Additional paid-in capital | 602,587 | 602,587 | ||||
Retained earnings | 5,479,061 | 5,365,515 | ||||
7,952,988 | 7,674,553 | |||||
Less: Treasury stock 50,100 common shares (August 31, 2002 44,700) | (304,976 | ) | (257,272 | ) | ||
Total stockholders' equity | 7,648,012 | 7,417,281 | ||||
Total liabilities and stockholders' equity | $ | 15,604,547 | $ | 14,401,680 | ||
Contingent liabilities and commitments (Note 11) |
On behalf of the Board: | |||
/s/ D.M.
Boone |
Director | /s/ J.J.
Lowe |
Director |
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)
(Prepared by Management)
Three Month | Three Month | |||||
Period Ended | Period Ended | |||||
November 30, | November 30, | |||||
2002 | 2001 | |||||
SALES | $ | 13,499,920 | $ | 4,106,102 | ||
COST OF SALES | 11,313,572 | 3,095,898 | ||||
GROSS PROFIT | 2,186,348 | 1,010,204 | ||||
OPERATING COSTS | ||||||
Depreciation | 79,193 | 67,807 | ||||
General and administration | 320,729 | 167,423 | ||||
Wages and employee benefits | 1,351,111 | 546,222 | ||||
Warehouse expenses and supplies | 216,740 | 70,467 | ||||
1,967,773 | 851,919 | |||||
Income from operations | 218,575 | 158,285 | ||||
OTHER ITEMS | ||||||
Interest and other income | 200 | 1,245 | ||||
Interest expense | (43,229 | ) | (1,038 | ) | ||
(43,029 | ) | 207 | ||||
Income before income taxes | 175,546 | 158,492 | ||||
Income taxes | 62,000 | 65,000 | ||||
Net income for the period | $ | 113,546 | $ | 93,492 | ||
Basic earnings per share | $ | 0.12 | $ | 0.10 | ||
Diluted earnings per share | $ | 0.11 | $ | 0.09 | ||
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)
(Prepared by Management)
Three Month | Three Month | |||||
Period Ended | Period Ended | |||||
November 30, | November 30, | |||||
2002 | 2001 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income for the period | $ | 113,546 | $ | 93,492 | ||
Items not involving an outlay of cash: | ||||||
Depreciation | 79,193 | 67,807 | ||||
Stock based compensation | - | 20,340 | ||||
Changes in non-cash working capital items: | ||||||
Decrease in accounts receivable | 1,547,842 | 327,486 | ||||
Increase in inventory | (2,927,256 | ) | (24,328 | ) | ||
Increase in prepaid expenses | (101,885 | ) | (69,497 | ) | ||
Decrease in accounts payable and accrued liabilities | (1,373,978 | ) | (71,682 | ) | ||
Net cash provided by (used in) operating activities | (2,662,538 | ) | 343,618 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Increase (decrease) in bank indebtedness | 2,404,903 | (297,960 | ) | |||
Treasury shares acquired | (47,704 | ) | (103,564 | ) | ||
Issuance of capital stock | 106,100 | - | ||||
Net cash provided by (used in) financing activities | 2,463,299 | (401,524 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchase of capital assets | (9,637 | ) | (14,466 | ) | ||
Net cash used in investing activities | (9,637 | ) | (14,466 | ) | ||
Change in cash and cash equivalents | (208,876 | ) | (72,372 | ) | ||
Cash and cash equivalents, beginning of period | 469,991 | 322,622 | ||||
Cash and cash equivalents, end of period | $ | 261,115 | $ | 250,250 | ||
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)
(Prepared by Management)
Common Stock | Treasury Shares | ||||||||||||||||||
Additional | |||||||||||||||||||
Number | Number | Paid-In | Retained | ||||||||||||||||
of Shares | Amount | of Shares | Amount | Capital | Earnings | Total | |||||||||||||
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 | |||||||||||
Net income for the year | - | - | - | - | - | 837,024 | 837,024 | ||||||||||||
Shares cancelled | (76,500 | ) | (129,808 | ) | - | - | - | - | (129,808 | ) | |||||||||
Treasury shares acquired | - | - | 24,200 | (175,059 | ) | - | - | (175,059 | ) | ||||||||||
Treasury shares cancelled | - | - | (76,500 | ) | 418,983 | - | - | 418,983 | |||||||||||
Premium relating to cancellation | |||||||||||||||||||
of share capital | - | - | - | - | - | (289,175 | ) | (289,175 | ) | ||||||||||
Stock based compensation on | |||||||||||||||||||
repricing of employee stock | |||||||||||||||||||
options | - | - | - | - | 20,340 | - | 20,340 | ||||||||||||
Share options exercised | 8,000 | 41,102 | - | - | - | - | 41,102 | ||||||||||||
Balance, August 31, 2002 | 1,005,662 | 1,706,451 | 44,700 | (257,272 | ) | 602,587 | 5,365,515 | 7,417,281 | |||||||||||
Net income for the year | - | - | - | - | - | 113,546 | 113,546 | ||||||||||||
Private placement | 12,860 | 106,100 | - | - | - | - | 106,100 | ||||||||||||
Shares issued for ESOP | 7,083 | 58,789 | - | - | - | - | 58,789 | ||||||||||||
Treasury shares acquired | - | - | 5,400 | (47,704 | ) | - | - | (47,704 | ) | ||||||||||
Balance, November 30, 2002 | 1,025,605 | $ | 1,871,340 | 50,100 | $ | 304,976 | $ | 602,587 | $ | 5,479,061 | $ | 7,648,012 | |||||||
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)
(Prepared by Management)
NOVEMBER 30, 2002
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 a processor and distributor of industrial wood and
other specialty building products principally to original equipment manufacturers;
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. |
|
In the opinion of management, the accompanying consolidated
financial statements contain all adjustments necessary (consisting only
of normal recurring accruals) to present fairly the financial information
contained therein. These statements do not include all disclosures required
by generally accepted accounting principles and should be read in conjunction
with the audited financial statements of the Company for the year ended
August 31, 2002. The results of operations for the period ended November
30, 2002 are not necessarily indicative of the results to be expected
for the year ending August 31, 2003. |
|
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., Greenwood Products, Inc.
and MSI-PRO Co., all of which are incorporated under the laws of Oregon,
U.S.A. |
|
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. |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...) |
Revenue recognition | |
The Company recognizes revenue from the sales of
building supply products, industrial wood and other specialty 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. | |
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. Statement of operations
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. |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...) |
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 periods ended November 30 is summarized as follows: |
Three Month | Three Month | ||||||
Period Ended | Period Ended | ||||||
November 30, | November 30, | ||||||
2002 | 2001 | ||||||
Net income | $ | 113,546 | $ | 93,492 | |||
Basic earnings per share weighted average number of shares outstanding | $ | 970,391 | $ | 970,783 | |||
Effect of dilutive securities | |||||||
Stock options | 52,687 | 46,892 | |||||
Diluted earnings per share weighted average number of shares outstanding | $ | 1,023,078 | $ | 1,017,675 | |||
Employee stock option plan | |
Financial Accounting Standards Board statement No.
123 (Accounting for Stock-Based Compensation) encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans based on the fair value of options granted. The Company
has elected to continue to account for stock-based compensation using
the intrinsic value method prescribed in Accounting Principles Board Opinion
No. 25 (Accounting for Stock Issued to Employees) and related interpretations
and to provide additional disclosures with respect to the pro-forma effects
of adoption had the Company recorded compensation expense as provided
in SFAS 123. |
|
In accordance with APB-25, compensation costs for
stock options is recognized in income based on the excess, if any, of
the quoted market price of the stock at the grant date of the award or
other measurement date over the amount an employee must pay to acquire
the stock. Generally, the exercise price for stock options granted to
employees equals or exceeds the fair market value of the Company's common
stock at the date of grant, thereby resulting in no recognition of compensation
expense by the Company. |
JJEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...) |
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 carrying 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-term 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. The estimated
fair values of the Company's financial instruments are as follows: |
November 30, 2002 | August 31, 2002 | ||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||
Amount | Value | Amount | Value | ||||||||||
Cash and cash equivalents | $ | 261,115 | $ | 261,115 | $ | 469,991 | $ | 469,991 | |||||
Accounts receivable | 4,550,891 | 4,550,891 | 6,098,733 | 6,098,733 | |||||||||
Bank indebtedness | 5,370,542 | 5,370,542 | 2,965,639 | 2,965,639 | |||||||||
Accounts payable | 2,585,993 | 2,585,993 | 4,018,760 | 4,018,760 | |||||||||
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
2. | SIGNIFICANT ACCOUNTING POLICIES (cont'd...) |
Comparative figures | |
Certain comparative figures have been reclassified
to conform with the presentation adopted for the current period. |
|
Income taxes | |
Income taxes are provided in accordance with SFAS
No. 109, "Accounting for Income Taxes". A deferred tax asset or liability
is recorded for all temporary differences between financial and tax reporting
and net operating loss carryforwards. Deferred tax expense (benefit) results
from the net change during the year of deferred tax assets and liabilities.
|
|
Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment. |
|
New accounting pronouncements | |
In July 2001, FASB issued SFAS No. 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. |
|
In April 2002, FASB issued No. 145, Rescission
of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections". SFAS No. 145 eliminates the requirement that
gains and losses from the extinguishment of debt be aggregated and, if
material, classified as an extraordinary item, net of the related income
tax effect and eliminates an inconsistency between the accounting for
sale-leaseback transactions and certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. Generally,
SFAS No. 145 is effective for transactions occurring after May 15, 2002.
|
|
In June 2002, the FASB issued SFAS No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" that nullifies
Emerging Issues Task Force Issue No. 94-3 ("EITF Issue 94-3") "Liability
Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (Including Certain Costs Incurred in a Restructuring)".
SFAS No. 146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred, whereby
EITF Issue 94-3 had recognized the liability at the commitment date to
an exit plan. The provisions of this statement are effective for exit
or disposal activities that are initiated after December 31, 2002 with
earlier application encouraged. |
|
The adoption of these new pronouncements is not expected
to have a material effect on the Company's financial position or results
of operations. |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
3. | BUSINESS COMBINATION AND ACQUISITION |
During the period ended November 30, 2000, 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 |
November 30, | August 31, | |||||||
2002 | 2002 | |||||||
Home improvement
products |
$ | 6,373,718 |
$ |
3,862,811 |
||||
Air tools
and industrial clamps |
276,080 |
289,847 |
||||||
Agricultural
seed products |
974,241 |
544,125 |
||||||
$ | 7,624,039 |
$ |
4,696,783 |
|||||
5. |
CAPITAL ASSETS | |||||||
November 30, |
August 31, |
|||||||
2002 |
2002 |
|||||||
Office equipment | $ | 497,745 | $ | 488,108 | ||||
Warehouse equipment | 669,274 | 669,274 | ||||||
Buildings | 2,088,042 | 2,088,042 | ||||||
Land | 851,568 | 851,568 | ||||||
4,106,629 | 4,096,992 | |||||||
Accumulated depreciation | (1,314,335 | ) | (1,235,142 | ) | ||||
Net book value | $ | 2,792,294 | $ | 2,861,850 | ||||
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
5. | CAPITAL ASSETS (contd ) |
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. | DEFERRED INCOME TAXES |
Deferred income taxes of $171,900 (August 31, 2002
- $171,900) relate principally to timing differences between the accounting
and tax treatment of income, expenses, reserves and depreciation. |
|
7. | BANK INDEBTEDNESS |
November 30, |
August 31, |
||||||
2002 |
2002 |
||||||
Demand loan | $ | 5,370,542 |
$ | 2,965,639 |
|||
Bank indebtedness is secured by an assignment
of accounts receivable and inventory. Interest is calculated at either
prime or the libor rate plus 200 basis points. |
|
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 the periods
ended November 30, 2002 and 2001, the Company repurchased 5,400 and 15,100
shares, respectively, at an aggregate cost of $47,704 and $103,564, respectively.
|
|
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 ("TSX"),
the Ontario Securities Commission and the British Columbia Securities
Commission. |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
8. | CAPITAL STOCK (contd ) |
Stock options (contd ) | |
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 November 30, 2002, 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 |
||
12,000 |
Cdn$7.50 |
December 31, 2003 |
||
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. |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
10. | STOCK BASED COMPENSATION EXPENSE |
Following is a summary of the status of the plan during 2002 and 2001: |
Weighted | |||||
Average | |||||
Number | Exercise | ||||
of Shares | Price | ||||
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 | |||
Granted | - | ||||
Forfeited | - | ||||
Repriced | 12,000 | Cdn$7.50 | |||
Exercised | (8,000 | ) | Cdn$8.25 | ||
Expired | - | ||||
Outstanding at August 31, 2002 and November 30, 2002 | 82,000 | Cdn$4.73 | |||
Following is a summary of the status of options outstanding at November 30, 2002: | |||||||||||||
Outstanding
Options |
Exercisable
Options |
||||||||||||
Weighted | |||||||||||||
Average | Weighted | Weighted | |||||||||||
Remaining | Average | Average | |||||||||||
Contractual | Exercise | Exercise | |||||||||||
Exercise Price | Number |
Life | Price | Number |
Price | ||||||||
Cdn$ | 4.25 | 70,000 | 4.75 | Cdn$4.25 | 70,000 | Cdn$4.25 | |||||||
Cdn$ | 8.25 | 8,000 | 0.08 | Cdn$8.25 | 8,000 | Cdn$8.25 | |||||||
Cdn$ | 7.50 | 12,000 | 2.08 | Cdn$7.50 | 12,000 | Cdn$7.50 | |||||||
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
10. | STOCK BASED COMPENSATION EXPENSE (contd ) |
The Company has elected to follow APB Opinion No.
25 (Accounting for Stock Issued to Employees) in accounting for its employee
stock options. Accordingly, compensation cost for stock options is measured
as the excess, if any, of quoted market price of the Company's stock at
the date of grant over the option price. Stock based compensation recognized
during the period ended November 30, 2002 was $Nil (2001 - $20,340). This
amount was allocated to wages and employee benefits in the accompanying
statement of operations. 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: |
November 30, | November 30, | ||||||
2002 | 2001 | ||||||
Net income | |||||||
As reported | $ | 113,546 | $ | 93,492 | |||
Pro forma | $ | 113,546 | $ | 83,520 | |||
Basic earnings per share | |||||||
As reported | $ | 0.12 | $ | 0.10 | |||
Pro forma | $ | 0.11 | $ | 0.09 | |||
Diluted earnings per share | |||||||
As reported | $ | 0.11 | $ | 0.09 | |||
Pro forma | $ | 0.11 | $ | 0.08 | |||
The weighted average estimated fair value
of stock options granted during the periods ended November 30, 2002 and
2001 were Cdn$Nil and $2.67 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: |
November 30, | November 30, | |||
2002 | 2001 | |||
Risk-free interest rate | - |
3.00% | ||
Expected life of the options | - |
2 years |
||
Expected volatility | - |
41.62% | ||
Expected dividend yield | - |
- | ||
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
10. |
STOCK BASED COMPENSATION EXPENSE (cont'd
) |
|
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) | On March 1, 2002 the Company entered
into an agreement with Greenwood Forest Products, Inc. (Greenwood)
to acquire certain assets of Greenwood. The assets being acquired consist
of nearly $7 million of inventory, purchased in seven installments over
the next two years for a price equal to the sellers cost plus 2%;
furnishings, equipment and supplies for $260,000 payable at closing (paid);
and a license to use all of the intangible assets of the seller for a
five year term, with an option to purchase the intangible assets for a
nominal amount of $1,000, payable at closing (paid). To date, the Company
has made the first four installments for the purchase of inventory in
the amount of $3,156,154. Greenwood is in the business of processing and
distribution of industrial wood and other specialty building products,
principally to original equipment manufacturers. |
|
b) | At November 30, 2002, the Company had an un-utilized line-of-credit of approximately $230,000. |
12. | SEGMENTED INFORMATION |
The Company has four principal operating segments:
the sales of building materials and industrial wood products to home improvements
centres and original equipment manufacturers 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)
(Prepared by Management)
NOVEMBER 30, 2002
12. | SEGMENTED INFORMATION (contd ) |
Following is a summary of segmented information for the three month periods: |
November 30, | November 30, | ||||||
2002 | 2001 | ||||||
Sales to unaffiliated customers: | |||||||
Building materials | $ | 1,280,758 | $ | 3,133,563 | |||
Industrial tools | 247,468 | 191,027 | |||||
Seed processing services and sales | 705,118 | 781,512 | |||||
Industrial wood products | 11,266,576 | - | |||||
$ | 13,499,920 | $ | 4,106,102 | ||||
Income (loss) from operations: | |||||||
Building materials | $ | (57,053 | ) | $ | 33,868 | ||
Industrial tools | 13,292 | 21,104 | |||||
Seed processing services and sales | 26,571 | 133,018 | |||||
General corporate | (6,749 | ) | (29,705 | ) | |||
Industrial wood products | 242,514 | - | |||||
$ | 218,575 | $ | 158,285 | ||||
Identifiable assets: | |||||||
Building materials | $ | 6,100,841 | $ | 6,218,756 | |||
Industrial tools | 98,822 | 91,983 | |||||
Seed processing services and sales | 1,395,276 | 987,626 | |||||
General corporate | 157,867 | 18,986 | |||||
Industrial wood products | 7,851,741 | - | |||||
$ | 15,604,547 | $ | 7,317,351 | ||||
Depreciation: | |||||||
Building materials | $ | 62,288 | $ | 67,807 | |||
Industrial tools | - | - | |||||
Seed processing services and sales | - | - | |||||
Industrial wood products | 16,905 | - | |||||
$ | 79,193 | $ | 67,807 | ||||
-
continued
-
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Prepared by Management)
NOVEMBER 30, 2002
12. | SEGMENTED INFORMATION (contd ) |
November 30, | November 30, | ||||||
2002 | 2001 | ||||||
Contd | |||||||
Capital expenditures: | |||||||
Building materials | $ | 9,637 | $ | 3,531 | |||
Seed processing services and sales | - | 10,935 | |||||
Industrial wood products | - | - | |||||
$ | 9,637 | $ | 14,466 | ||||
Interest expense: | |||||||
Building materials | $ | 40,021 | $ | 1,038 | |||
Industrial tools | - | - | |||||
Seed processing services and sales | - | - | |||||
Industrial wood products | 3,008 | - | |||||
$ | 43,029 | $ | 1,038 | ||||
For the three month periods ended November
30, 2002 and 2001 the Company made sales of $225,860 (2001 -$1,317,640)
and $755,295 (2001 - $1,570,807) to customers of the building material
segments which were in excess of 10% of total sales for the quarter. |
|
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 November 30,
2002, two customers totalling $Nil(2001 - $636,636) and $648,774, 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)
(Prepared by Management)
NOVEMBER 30, 2002
14. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS |
November 30, | November 30, | ||||||
2002 | 2001 | ||||||
Cash paid during the period for: | |||||||
Interest | $ | 32,132 | $ | 1,038 | |||
Income taxes | - | - | |||||
There were no significant non-cash transactions
for the three month periods ended November 30, 2002 and 2001. |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
These financial statements are those of the Company and its wholly owned subsidiaries. In the opinion of management, the accompanying Consolidated Financial Statements of Jewett-Cameron Trading Company Ltd., contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state its financial position as of November 30, 2002 and 2001 and its results of operations and its cash flows for the three month period ended November 30, 2002 and 2001. Operating results for the three month period ended November 30, 2002 are not necessarily indicative of the results that may be experienced for the fiscal year ending August 31, 2003.
RESULTS OF OPERATIONS
Three months ended November 30, 2002 and 2001:
Jewett Camerons operations are classified into four principle industry segments: sales of building materials, sales of wood products with industrial and OEM applications, sales of industrial tools and sales of processed agricultural seeds and grain. Sales of building materials consist of wholesale sales of lumber and building materials in the United States. Sales of wood products with industrial and OEM applications consist of wholesale sales of wood products primarily to the transportation and recreational boating industries in the United States. Sales of industrial tools consist of the distribution of pneumatic air tools and industrial clamps in the United States. Sales of processed seeds and grain consist of the distribution of processed agricultural seeds and grain in the United States. The Companys major distribution centers are located in North Plains, Oregon and Ogden, Utah.
For the first quarter of the current fiscal year, ended November 30, 2002, sales increased 229% to $13,499,920 compared to $4,106,102 for the same quarter of the previous year.
Sales of building materials were $1,280,758 for the quarter, down 60% compared to sales of $3,133,563 for the first quarter of last year. The sale of building materials is accomplished through the activities of Jewett Cameron Lumber Company, which is a wholly owned subsidiary of Jewett Cameron Trading Company Ltd.
Sales of industrial wood products were $11,266,576 for the quarter. These sales resulted from the activities of Greenwood Products, Inc., a wholly owned subsidiary of Jewett Cameron Lumber Company, which, in turn, is a wholly owned subsidiary of Jewett Cameron Trading Company Ltd. Greenwood Products, Inc. was incorporated in the third fiscal quarter of 2002.
Sales of pneumatic tools and industrial clamps were $247,468 for the first quarter compared to $191,027 for the first quarter of last year, an increase of 30%. The sale of pneumatic tools and industrial clamps is accomplished through the activities of MSI-PRO which is a wholly owned subsidiary of Jewett Cameron Lumber Company.
Sales of processed seeds and grain were $705,118 for the first quarter compared to $781,512 for the first quarter of last year, a decrease of 10%. The sales of processed seeds and grain are accomplished through the activities of Jewett Cameron Seed Company, which is a wholly owned subsidiary of Jewett Cameron Lumber Company.
General and administrative expenses for the Company were $1,967,773 for the first quarter up from $851,662 for the first quarter of last year. The primary reason for the increase of $1,115,854 was the addition of the activities of Greenwood Products, Inc. during the second quarter of Fiscal 2002. The activities of Greenwood Products, Inc. resulted in an increase in depreciation of $11,386; an increase in general and administrative expenses of $153,306; an increase in employee wages and benefits of $804,889; and, an increase in warehouse expenses and supplies of $146,273.
Net income for the quarter was $113,546 which represents an 21% increase over the first quarter of last year when net income was $93,492. The increase in net income was due primarily to the activities of Greenwood Products, Inc. and the increase in sales of industrial tools.
Earnings per share was $0.12 for the first quarter of Fiscal 2003 compared to $0.10 for the first quarter of fiscal 2002.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2002 the Company had working capital of $4,683,818, which represented an increase of $300,648 as compared to the working capital position of $4,383,170 as of August 31, 2002. The primary reason for the increase in working capital was an increase of $2,987,256 in inventory. During the first quarter of Fiscal 2003, cash and cash equivalents decreased by $208,8786; accounts receivable, net of allowance decreased by $1,547,842; and, prepaid expenses increased by $101,885. Bank indebtedness increased by $2,404,903; however, accounts payable and accrued liabilities decreased by $1,432,767.
Accounts Receivable and Inventory represented 96.3% of current assets and both continue to turn over at acceptable rates.
External sources of liquidity include a bank line from the United States National Bank of Oregon. The total line of credit available is $6.0 million of which there was an outstanding balance on November 30, 2002 of $5,370,542 and an outstanding balance as of August 31, 2002 of 2,965,639.
Based on the Companys current working capital position, its policy of retaining earnings, and the line of credit available, the Company has adequate working capital to meet its needs during the current fiscal year.
Business Risks
This annual report includes forwardlooking statements as that term is defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, anticipates, or hopeful, or the negative of those terms or other comparable terminology, or by discussions of strategy, plans or intentions. For example, this section contains numerous forward-looking statements. All forward-looking statements in this report are made based on managements current expectations and estimates, which involve risks and uncertainties, including those described in the following paragraphs.
Demand for Company products may change:
In the past the Company has experienced decreasing annual sales in the areas of home improvement products and industrial tools. The reasons for this can be generally attributed to worldwide economic conditions, specifically those pertaining to lumber prices; demand for industrial tools; and, consumer interest rates. If economic conditions continue to worsen or if consumer preferences change, the Company could experience a significant decrease in profitability.
Production time and the overall cost of products could increase if any of the primary suppliers are lost or if a primary supplier increased the prices of raw materials:
The Companys manufacturing operation, which consists of cutting fencing material to specific sizes and shapes, depends upon obtaining adequate supplies of lumber on a timely basis. The results of operations could be adversely affected if adequate supplies of raw materials cannot be obtained in a timely manner or if the costs of lumber increased significantly.
Fluctuations in quarterly and annual operating results may make it difficult to predict future performance:
Quarterly and annual operating results could fluctuate in the future due to a variety of factors, some of which are beyond managements control. As a result of quarterly fluctuations, it is important to realize quarter-to-quarter comparisons of operating results are not necessarily meaningful and should not be relied upon as indicators of future performance.
Shareholders could experience significant dilution:
The Company is authorized to issue up to 10,000,000 shares of preferred stock, without par value per share. As of the date of this Annual Report, no shares of preferred stock have been issued. The Companys preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as the board of Directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of the Common Stock and would cause dilution to these shareholders.
The Company could lose its significant customers:
The top ten customers of the Company represent 49% of its
business. The Company would experience a significantly adverse effect if these
customers were lost and could not be replaced.
The Company could experience delays in the delivery of its products:
The Company purchases its products from other vendors and a delay in shipment from these vendors to the Company could cause significant delays in delivery to the Companys customers. This could result in a decrease in sales orders to the Company.
A loss of the bank credit agreement could impact future liquidity:
The Company currently maintains a line of credit with U.S. Bank in the amount of $5 million. A loss of this credit line could have a significantly adverse effect on the liquidity of the Company.
The limited daily trading volume of the Companys common stock could make it difficult for investors to purchase additional shares or sell currently held shares in the open market:
The shares of the Company currently trade within the NASDAQ system in the United States and on the Toronto Stock Exchange in Canada. The average daily trading volume of the Companys common stock is 500 shares within the NASDAQ system and significantly less on the Toronto Stock Exchange. With this limited trading volume investors could find it difficult to purchase or sell the Companys common stock.
Item 3 Quantitative and Qualitative Disclosures about Market Risks:
Interest Rate Risk
The Company does not have any derivative financial instruments as of November 30, 2001. However, the Company is exposed to interest rate risk.
The Companys interest income and expense are most sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Companys cash equivalents as well as interest paid on debt.
The Company has a line of credit whose interest rate is based on various published rates that may fluctuate over time based on economic changes in the environment. The Company is subject to interest rate risk and could be subject to increased interest payments if market interest rates fluctuate. The Company does not expect any change in the interest rates to have a material adverse effect on the Companys results from operations.
Foreign Currency Risk
Management does not expect foreign currency exchange rates to significantly impact the Company in the future as all of the Companys business operations are in the United States.
Item 4. Controls and Procedures
a)
|
Under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of
our disclosure controls and procedures, as such term is defined under
Rule 13a-14 ( c ) promulgated under the Securities Exchange Act of 1934,
as amended, within 90 days of the filing date of this amended report.
Based on their evaluation, our principal executive |
officer and principal financial officer concluded that our disclosure controls and procedures are effective. | |
b)
|
There have been no significant
changes (including corrective actions with regard to significant deficiencies
or material weaknesses) in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of the
evaluation referenced in paragraph a) above. |
Part II OTHER INFORMATION
Item 1. | Legal Proceedings None | |
Item 2. | Changes in Securities None | |
Item 3. | Default Upon Senior Securities None | |
Item 4. | Submission of Matters to a Vote of Securities Holders None |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Jewett-Cameron Trading Company Ltd. (Registrant) |
|
Dated: January 15, 2002 | /s/ Donald M. Boone |
Donald M. Boone, President/CEO/Director | |
/s/ Michael C. Nasser |
|
Michael C. Nasser, Corporate Secretary |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Donald M. Boone, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Jewett Cameron Trading Company Ltd; | |
2. |
Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report; |
|
3. |
Based on my knowledge, the
financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operation and cash flows of the registrant as of,
and for, the periods presented in this quarterly report; |
|
4. |
The registrants other
certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have: |
|
a) | designed such disclosure
controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this quarterly report is being prepared; |
|
b) | evaluated the effectiveness
of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the
Evaluation Date), and |
|
c) | presented in this quarterly
report our conclusions about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the Evaluation Date: |
|
5.
|
The registrants other
certifying officers and I have disclosed, based on our most recent evaluation,
to the registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent function): |
|
a) | all significant deficiencies
in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and |
|
b) | any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrants internal controls; and |
|
6.
|
The registrants other
certifying officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses. |
Date: January 15, 2003 | /s/ DONALD M. BOONE |
Donald M. Boone, President/CEO/Director |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael C. Nasser, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Jewett Cameron Trading Company Ltd; | |
2. |
Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report; |
|
3. |
Based on my knowledge, the
financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operation and cash flows of the registrant as of,
and for, the periods presented in this quarterly report; |
|
4. |
The registrants other
certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have: |
|
a) | designed such disclosure
controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this quarterly report is being prepared; |
|
b) | evaluated the effectiveness
of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the
Evaluation Date), and |
|
c) | presented in this quarterly
report our conclusions about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the Evaluation Date: |
|
5.
|
The registrants other
certifying officers and I have disclosed, based on our most recent evaluation,
to the registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent function): |
|
a) | all significant deficiencies
in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and |
|
b) | any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrants internal controls; and |
|
6.
|
The registrants other
certifying officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses. |
Date: January 15, 2003 | /s/ MICHAEL C. NASSER |
Michael C. Nasser, Corporate Secretary |