JEWETT CAMERON TRADING CO LTD - Annual Report: 2002 (Form 10-K)
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, 2002
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 I.R.S. Employer ID Number
Incorporation or organization
32275 NW Hillcrest, North Plains, Oregon 97133
(Address of principal executive office)
Registrant’s telephone number, including area code: 503-647-0110
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
Check whether the issuer (1) filed all reports required to be filed by Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements. 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: $43,625,125
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$5,242,868.68
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: 1,015,890
Page 1 of 54
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............................. 12
Item 3. Legal Proceedings................................... 13
Item 4. Submission of Matters to a Vote of Security Holders. 13
PART II
Item 5. Market for Registrant’s Common Equity and
Related Stockholder Matters........................ 13
Item 6. Selected Financial Data............................. 15
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operation.................. 16
Item 8. Financial Statements and Supplemental Data.......... 19
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure............. 20
PART III
Item 10. Directors and Executive Officers of the Registrant. 20
Item 11. Executive Compensation............................. 22
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................... 25
Item 13. Certain Relationships and Related Transactions..... 26
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K............................ 26
Financial information 28
Signatures 52
Certification 53
Page 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 closed its operations in Tonga.
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.
The Company’s wholly-owned subsidiary, Greenwood Products, Inc. was incorporated in Oregon, USA in February 2002. This company was formed after Jewett-Cameron Lumber Company acquired the business and certain assets of Greenwood Forest Products, Inc., of Portland, Oregon. The assets acquired consisted of nearly $7 million of inventory (at year end) which is scheduled to be purchased in eight installments over a two year period beginning in February 2002 for a price equal to the seller’s cost plus 2%.
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Associated furnishings, equipment and supplies were also purchased for $260 thousand. The Company also purchased a license to use all of the intangible assets of the seller for a five year term, with an option to purchase for a nominal amount at the end of the term, is being acquired for $1 thousand which was paid upon closing. The initial acquisition price was paid from the working capital of Jewett-Cameron Trading Company Ltd. and management expects to purchase the inventory utilizing capital provided by working capital and working capital loans. Greenwood Products, Inc. is continuing the business of Greenwood Forest Products, Inc. This business involves the processing and distribution of industrial wood and other specialty building products, principally to original equipment manufacturers.
Financial Information About Business Segments
United States Dollars
Fiscal Years Ended August 31st
2002 2001 2000
SALES:
Building Materials:
United States(1) $40,233,397 $19,369,153 $23,336,751
South Pacific 45,602
Industrial Tools: 776,545 919,169 1,111,833
Seed processing & sales 2,615,183_ 1,824,632_ ____________
$43,625,125 $22,112,954 $24,494,186
INCOME (LOSS) FROM OPERATIONS:
Building Materials:
United States $1,503,433 $ 843,278 $1,250,539
South Pacific ( 2,285) (190,610)
Industrial Tools: 89,043 (23,981) 150,123
General Corporate: (49,986) (107,547) ( 87,549)
Seed processing & sales 249,526 ___35,894 _________
$1,742,016 $ 745,359 $1,122,503
IDENTIFIABLE ASSETS:
Building Materials:
United States $12,960,069 $6,739,910 $6,456,978
South Pacific 247,907
Industrial Tools: 121,458 101,409 116,753
General Corporate: 16,604 19,707 115,722
Seed processing & sales 1,303,549 __815,699 _________
$14,401,680 $7,676,725 $6,937,360
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(1)$14,671,878 is attributable to home improvement products and $25,561,159 is attributable to Greenwood Products, Inc.
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 70 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 2002/2001/2000, sales of Greenwood Products, Inc. combined with sales to home improvement centers represented about 92.2%/87.6%/95.3% of revenue; with export, industrial tools and seed processing and sales representing 7.8%/12.4%/4.7%, respectively. The Fiscal 2002 decrease in the percent related to export, industrial tools and seed processing and sales is a result of the increased revenues from the first partial year of operations which include the Company’s wholly-owned subsidiary, Greenwood Products, Inc.
JCLC concentrates a portion of 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; however, the service provided by JCLC is unique in that it includes bar coding of all products; shrink wrapping of all individual orders; and, just in time delivery to most customers. Export sales are primarily timbers.
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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.
* 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 lath.
* Gates
* Arbors
* Pine shelving and furring.
* Fire retardant dimension lumber and plywood.
* Dimension lumber.
* Plywoods and oriented strand board.
* Dowels
* Kennels
* Greenhouses
* Portable storage buildings
* Outdoor seating
A company-owned distribution center and headquarters office facility in North Plains, Oregon was completed in November 1995. This 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.
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Historically, JCLC receives commitments from a number of large home improvement chains in the late fall/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
2002
2001
2000
Lowes Companies
<5%
8%
15%
Fred Meyer Inc.
7%
40%
36%
The Home Depot Inc.
21%
31%
21%
HomeBase Inc.
<5%
3%
13%
U.S. Marine
7%
N/A
N/A
The home improvement business is seasonal, with most sales occurring between February and August. Historically, 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.
Page 7
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 $15 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 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 custom 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 and are moderately priced. MSI-PRO exclusively markets the MSI-PRO line.
The industrial clamps are somewhat 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.
Page 8
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 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$400 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.
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.
In Fiscal 1999 the Company made the decision to wind down its operations in Tonga. As of August 31, 2001, the company had no remaining interests in Tonga.
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Business Risks
This annual report includes “forward–looking 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 management’s current expectations and estimates, which involve risks and uncertainties, including those described in the following paragraphs.
•
Demand for company products may change;
•
Production time and the overall cost of products could increase if any of the primary suppliers are lost or if any primary supplier increased the prices of products;
•
Fluctuations in quarterly and annual operating results may make it difficult to predict future performance;
•
Shareholders could experience significant dilution;
•
The Company could lose its significant customers;
•
The Company could experience delays in the delivery of its products;
•
A loss of the bank credit agreement could impact future liquidity;
•
The limited daily trading volume of the Company’s common stock could make it difficult for investors to purchase additional shares or sell currently held shares.
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:
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The Company’s 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 management’s 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 Company’s 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 Company’s 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.
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The limited daily trading volume of the Company’s 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 Company’s 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 Company’s common stock.
ITEM 2. DESCRIPTION OF PROPERTY
The Company’s executive offices are located at 32775 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. This facility consists of thirteen plus acres of land, 105,000 square feet of buildings; rolling stock; and, equipment. It is currently used exclusively for seed processing, seed storage and seed brokerage. It is located at 31345 N.W. Beach Road in the town of Hillsboro, Oregon.
In February 2002, the Company purchased the business and certain assets of Greenwood Forest Products, Inc. Jewett-Cameron Lumber Company, a wholly-owned subsidiary of Jewett-Cameron Trading Company Ltd., operates its wholly owned subsidiary Greenwood Products, Inc. out of this facility which is located at 15895 S.W. 72nd Avenue, Suite 200 in Tigard, Oregon. The Company pays a monthly lease payment for this 8,000 square foot facility of $14,000. There are currently twenty-five people employed here.
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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 11/14/02, the shareholders' list for the Registrant's common shares showed 28 registered shareholders and 1,018,562 shares outstanding, including 22 registered holders in the United States holding 1,015,890 shares.
As of 11/14/02, the Registrant estimates that there are 40 “holders of record” of its common stock resident in the United States holding the above referenced 1,015,890 shares.
As of 11/14/02, 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 $8.26 on 11/14/02.
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Table No. 1
NASDAQ Small Capital Stock Exchange
Common Shares Trading Activity
Fiscal - Sales -
Quarter US Dollars
Ended Volume High Low Closing_
8/31/02 227,500 $9.45 $8.36 $8.84
5/31/02 44,900 $9.49 $8.15 $8.28
2/28/02 46,800 $9.25 $6.91 $9.25
11/30/01 49,600 $7.32 $6.30 $7.10
8/31/01 22,300 $6.36 $6.01 $6.73
5/31/01 22,500 $6.15 $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
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 common shares for the last eight fiscal quarters. The price was CDN$12.91 on 11/14/02.
Table No. 2
Toronto Stock Exchange
Common Shares Trading Activity
Fiscal - Sales -
Quarter Canadian Dollars
Ended Volume High Low Closing_
8/31/02 4,425 $14.15 $12.78 $13.50
5/31/02 7,000 $14.69 $12.42 $12.42
2/28/02 20,289 $14.50 $11.00 $14.50
11/30/01 21,400 $11.38 $10.00 $11.38
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
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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.
ITEM NO. 6. SELECTED FINANCIAL DATA
The selected financial data in Table No. 3 for Fiscal 2002/2001/2000 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 1999/1998 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".
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Table No. 3
Selected Financial Data
($ in 000, expect per share data)
Year Year Year Year Year
Ended Ended Ended Ended Ended
8/31/02 8/31/01 8/31/00 8/31/99 8/31/98
Revenue $43,625 $22,113 $24,494 $29,102 $26,179
Gross Profit $7,118 $4,232 $3,866 $4,288 $3,392
Net Income $837 $712 $609 $593 $102
Earnings per Share: $0.84 $0.72 $0.60 $0.52 $0.09
Fully Diluted EPS: $0.80 $0.70 $0.58 $0.51 $0.08
Dividends Per Share $0.00 $0.00 $0.00 $0.00 $0.00
Basic Avg Shares(000) 1,002 989 1,021 1,132 1,148
Diluted Avg Shares(000) 1,052 1,023 1,054 1,167 1,236
Working Capital $4,383 $3,666 $4,609 $4,181 $3,650
Long-Term Debt 0 0 0 0 580
Shareholders’ Equity $7,417 $6,694 $6,150 $5,984 $5,717
Total Assets $14,402 $7,677 $6,937 $7,214 $7,220
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 8/31/02, 8/31/01 and 8/31/00 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.
Results of Operations.
Sales increased 97% to $43,625,125 during Fiscal 2002 as compared to Fiscal 2001 when sales were $22,112,954. (Sales for Fiscal 2000 were $24,494,186.) The significant increase in sales during Fiscal 2002 as compared to Fiscal 2001 was due primarily to the contribution of Greenwood Products, Inc. which is a wholly owned subsidiary of Jewett-Cameron Lumber Company. Jewett-Cameron Seed Company, a wholly owned subsidiary of the Registrant also contributed with an increase in sales of $790,551 or 43% during Fiscal 2002 as compared to Fiscal 2001.
Gross profit for Fiscal 2002 increased 68% to $7,118,361 from $4,232,404 in Fiscal 2001. (Gross profit for Fiscal 2000 was $3,866,372.)
Page 16
As would be expected with the addition of Greenwood Products, Inc., which occurred in February of Fiscal 2002, general and administrative expenses increased by $2,289,300 during Fiscal 2002 as compared to Fiscal 2001. This represented an increase of 66% for Fiscal 2002 as compared to Fiscal 2001. Management believes that this increase is more than offset by the increase in sales of 97%; the increase in gross profit of 68%; and, the increase in net profit of 17.5% which occurred during Fiscal 2002 as compared to Fiscal 2001.
An increase in wages and employee benefits of $1,869,295, attributable primarily to staff associated with Greenwood Products, Inc., was the primary reason for the increase in general and administrative expenses. Other expense increases of significance were warehouse and supplies (up $145,174); travel, entertainment and advertising (up $45,643); telephone and utilities (up $33,170); rent (up $84,338); professional fees (up $71,382); office (up $58,770); and, depreciation and amortization (up $67,032).
Interest expense decreased from ($124,200) reported in Fiscal 2001 to ($53,587) reported in Fiscal 2002. The primary reason for the decrease in interest expense was the lower cost of borrowing resulting from the lowering of the prime rate by the Federal Reserve Board and the fact that management made a decision to reduce inventory levels. As would be expected, the category of “interest and other income” also decreased during Fiscal 2002 as compared to Fiscal 2001 declining from $14,002 reported in Fiscal 2001 to only $1,041 reported in Fiscal 2002.
Net Income rose to $837,024 in Fiscal 2002 from $712,196 in Fiscal 2001 and $608,679 in Fiscal 2000. The corresponding basic earnings per share were $0.84 for Fiscal 2002; $0.72 for Fiscal 2001; and, $0.60 in Fiscal 2000. Fully diluted earnings per share were $0.80 in Fiscal 2002; $0.70 in Fiscal 2001; and, $0.58 in Fiscal 2000.
Jewett-Cameron Lumber Company
JCLC posted a 108% increase in sales to $40.2 million in Fiscal 2002 as compared to Fiscal 2001 which had sales of $19,369,153. The increase was primarily the result of the contribution of JCLC’s wholly owned subsidiary, Greenwood Products, Inc.
JCLC’s income from operations increased 78% in Fiscal 2002 to $1,503,433 compared with $843,278 in Fiscal 2001 and $1,250,539 in Fiscal 2000. The cause of the increase is again primarily attributable to the contribution of Greenwood Products, Inc.
Page 17
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, however, have continued to decrease. Sales were $776,545 for Fiscal 2002; $919,169 for Fiscal 2001; and, $1,111,833 for Fiscal 2000. Management has hired a new sales manager in an effort to increase sales of the Company’s industrial tools.
Jewett-Cameron Seed Company
Fiscal 2002 was the second year of operations for Jewett-Cameron Seed Company that was incorporated as a wholly owned subsidiary of the Company in October 2000. At the end of Fiscal 2002, sales from Jewett-Cameron Seed Company were $2,615,183 and income from operations was $249,526. In the prior fiscal year, sales were $1,824,632 and income from operations was $35,894. Management attributes the increase in sales and income from operations to a marketing campaign, which includes regular communication with the growers of seed, and to an increased efficiency of operations enabled by improvements resulting from capital expenditures that began during Fiscal 2001.
Liquidity and Capital Resources
Cash flows from Fiscal 2002 Operating Activities totaled $2,058,077, including the $837,024 Net Income. Material adjustments included $287,102 of amortization/depreciation; deferred income taxes in the amount of $35,400; stock-based compensation in the amount of $20,340; an increase in accounts receivable in the amount of ($4,233,742); an increase in inventory in the amount of ($2,296,756); an increase in prepaid expenses in the amount of (($41,314); and, an increase in accounts payable and accrued liabilities in the amount of $3,333,869.
Cash Flows from Fiscal 2002 Investing Activities totaled ($328,276), consisting almost exclusively of assets associated with the purchase of the business and certain assets of Greenwood Forest Products, Inc. in February of 2002. (These assets were primarily in the category of office equipment and office supplies.)
Cash Flows from 2002 Financing Activities included an increase in bank indebtedness of $2,667,679; Treasury shares acquired in the amount of ($175,059); and the issuance of capital stock for cash in the amount of $41,102. (The capital stock issued for cash was the result of the exercise of stock options by Directors of the Company.)
Page 18
Cash flows from Fiscal 2001 Operating Activities totaled $1,607,011, including the $712,196 Net Income. Material adjustments 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).
Working capital was $4,383,531 at 8/31/02 compared with $3,665,898 at 8/31/01. Major working capital changes during Fiscal 2002 were an increase in cash of $147,369; an increase in accounts receivable of $4,233,742; an increase in inventory of $2,296,756; an increase in prepaid expenses of $41,314; and, an increase in current liabilities of $6,001,548 consisting of an increase in bank indebtedness in the amount of $2,667,679 and an increase in accounts payable and accrued liabilities in the amount of $3,333,869. The changes, both negative and positive, in these components of the balance sheet all resulted from the addition of the business of Greenwood Products, Inc.
The daily cash needs of the Company are met throughout the year through the bank line-of-credit of JCLC and from the daily operations associated with the normal course of business. JCLC has a bank line-of-credit of $6.0 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 2002 Ended August 31st
Independent Auditor's Report, dated 10/11/02
Consolidated Balance Sheets at 8/31/02 and 8/31/01
Page 19
Consolidated Statements of Operations for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Schedule of Consolidated General and Administrative Expenses
for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Consolidated Statements of Stockholders’ Equity for the fiscal year ended 8/31/02
Consolidated Statements of Cash Flows for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Notes to The Consolidated Financial Statements
Independent Auditor’s Report dated October 11, 2001
Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts
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 11/14/02 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 (1)(3) 62 July 1987
Jeffery J. Lowe (1)(2) 45 February 1995
James R. Schjelderup (1)(2) 48 July 1987
Stephanie Rink (1)(2) 44 July 2000
(1) Member of Audit Committee.
(2) Resident of Canada.
(3) Resident of Oregon, USA.
Page 20
Table No. 5 lists, as of 11/14/02, 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-eight 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.
Michael C. Nasser has over thirty-three 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 seventeen 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;
Page 21
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.
ITEM 11. EXECUTIVE COMPENSATION
The Company has no formal plan for compensating its Directors for their service in their capacity as 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 2002 to provide pension, retirement or similar benefits for Directors or Executive Officers.
Page 22
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 2003 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 and Donald M. Boone receive a discretionary bonus.
The Company has no written employment agreements.
Cash Compensation
Table No. 6 details compensation paid during Fiscal 2002 Ended 8/31/02 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 2002 was $251,150.
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 2002 $36,000 $ 0 $0 $0
2001 $36,000 $30,000 0 0
2000 $36,000 0 0
1999 $36,000 $30,000 0 0
Michael C. Nasser 2002 $177,000 $38,150 $0 $0
Corporate Secretary 2001 $143,750 0 0 0
2000 120,000 55,728 0 0
1999 120,000 78,675 0 0
Page 23
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 31st 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). 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 $155,051, $82,530 and $67,650 for 2002, 2001 and 2000, respectively. The ESOP shares allocated as of August 31, 2002 were 147,667 and as of August 31, 2001, the ESOP shares allocated were 131,099.
Stock Option Program
Stock Options to purchase securities from Company can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the Toronto Stock Exchange, the Ontario Securities Commission and British Columbia Securities Commission. The Company has no formal written stock option plan.
Under the stock option program, stock options for up to 10% of the number of issued and outstanding common shares may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares. No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.
The exercise price of all stock options granted under the stock option program must be at least equal to the fair market value (subject to regulated discounts) of such common shares on the date of grant, and the maximum term of each stock option may not exceed ten years and are determined in accordance with Toronto Stock Exchange ("TSE") guidelines.
The names and titles of the Directors and Executive Officers of the Registrant to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 7 as of 11/14/02, as well as the number of options granted to Directors and all employees as a group.
Page 24
Table No. 7
Stock Options Outstanding
Number of Shares of CDN$
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
$7.50
4/30/2003
James Schjelderup
4,000
$7.50
4/30/2003
Stehpanie Rink
4,000
$7.50
4/30/2003
Total Officers/Directors (5 persons)
82,000
Total Employees/Consultants
0
Total Officers/Directors/Employees
82,000
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(2).
Table No. 8 lists as of 11/14/02 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 28.5%
Common Michael C. Nasser (3) 157,304 15.0%
Total 456,494 43.5%
(1) Addresses: c/o Jewett-Cameron Trading Company Ltd.
32775 NW Hillcrest, North Plains, Oregon 97133
(2) 35,000 represent currently exercisable stock options.
(3) 35,000 represent currently exercisable stock options.
# Based on 1,015,890 shares outstanding as of 11/14/02 and
currently exercisable stock option owned by each beneficial
stockholder.
Page 25
(2) U.S. National Bank, Trustee for Jewett Cameron Trading Co. Ltd. Employee Stock Option Plan and Trust is the holder of 147,667 common shares which represents 14.5% of the issued and outstanding shares.
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 2002/2001/2000, respectively, the Company paid them $16,464, $15,882, $8,794, 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 transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(A) Financial Statements and Schedules:
Independent Auditor's Report, dated 10/11/02
Consolidated Balance Sheets at 8/31/02 and 8/31/01
Consolidated Statements of Operations
for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Schedule of Consolidated General and Administrative Expenses
for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Consolidated Statements of Stockholders’ Equity
for the fiscal year ended 8/31/02
Consolidated Statements of Cash Flows
for the fiscal years ended 8/31/02, 8/31/01 and 8/31/00
Notes to The Consolidated Financial Statements
Independent Auditors’ Report, dated 10/11/02
Financial Statement Schedule
Schedule II: Valuation and Qualifying Accounts
(B) Reports on Form 8-K:
February 25, 2002
Page 26
(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 --
Page 27
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
Page 28
DAVIDSON & COMPANY
Chartered Accountants
A Partnership of Incorporated Professionals
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, 2002 and 2001 and the consolidated statements of operations, general and administrative expenses, stockholders’ equity and cash flows for the years ended August 31, 2002, 2001 and 2000. 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, 2002 and 2001 and the results of its operations and cash flows for the years ended August 31, 2002, 2001 and 2000, 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.
"DAVIDSON & COMPANY"
Vancouver, Canada
Chartered Accountants
October 11, 2002
A Member of SC INTERNATIONAL
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
Page 29
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
AS AT AUGUST 31
------------------------------------------------------------------------------------
2002 2001
------------------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 469,991 $ 322,622
Accounts receivable net of allowance of $310,000 6,098,733 1,864,991
(2001 - $315,000)
Inventory (Note 4) 4,696,783 2,400,027
Prepaid expenses 102,423 61,109
Total current assets 11,367,930 4,648,749
Capital assets (Note 5) 2,861,850 2,820,676
Deferred income taxes (Note 6) 171,900 207,300
-------------- --------------
Total assets $ 14,401,680 $ 7,676,725
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Bank indebtedness (Note 7) $ 2,965,639 $ 297,960
Accounts payable and accrued liabilities 4,018,760 684,891
-------------- --------------
Total current liabilities 6,984,399 982,851
Stockholders' equity
Capital stock (Note 8)
Authorized
20,000,000 Common shares, without par value
10,000,000 Preferred shares, without par value
Issued
1,005,662 Common shares (2001 - 1,074,162) 1,706,451 1,795,157
Additional paid-in capital 602,587 582,247
Retained earnings 5,365,515 4,817,666
-------------- --------------
7,674,553 7,195,070
Less: Treasury stock - 44,700 common shares
(2001 - 97,000) (257,272) (501,196)
-------------- --------------
Total stockholders' equity 7,417,281 6,693,874
-------------- --------------
Total liabilities and stockholders' equity $ 14,401,680 $ 7,676,725
============== ==============
Contingent liabilities and commitments (Note 11)
On behalf of the Board:
"D.M. Boone" Director "J.J. Lowe" Director
----------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
Page 30
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------------
SALES $ 43,625,125 $ 22,112,954 $ 24,494,186
COST OF SALES 36,506,764 17,880,550 20,627,814
------------- ------------- -------------
GROSS PROFIT 7,118,361 4,232,404 3,866,372
------------- ------------- -------------
OPERATING EXPENSES
General and administrative expenses - 5,776,345 3,487,045 2,520,751
Schedule
Write-down of capital assets - - 73,118
Litigation settlement - - 150,000
------------- ------------- -------------
5,776,345 3,487,045 2,743,869
------------- ------------- -------------
Income from operations 1,342,016 745,359 1,122,503
OTHER ITEMS
Interest and other income 1,041 14,002 28,640
Interest expense (53,587) (124,200) (95,464)
------------- ------------- -------------
(52,546) (110,198) (66,824)
------------- ------------- -------------
Income before income taxes 1,289,470 635,161 1,055,679
Income taxes (Note 6)
Current 417,046 8,065 352,000
Deferred 35,400 (85,100) 95,000
452,446 (77,035) 447,000
------------- ------------- -------------
Net income for the year $ 837,024 $ 712,196 $ 608,679
============= ============= =============
Basic earnings per common share $ 0.84 $ 0.72 $ 0.60
============= ============= =============
Diluted earnings per common share $ 0.80 $ 0.70 $ 0.58
============= ============= =============
Weighted average number of common shares
outstanding:
Basic 1,001,775 988,681 1,020,726
============= ============= =============
Diluted 1,052,383 1,023,421 1,054,070
============= ============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
Page 31
JEWETT-CAMERON TRADING COMPANY LTD.
SCHEDULE OF CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------------
Bad debt expense (recovery) $ (2,991) $ 68,698 $ 15,542
Depreciation and amortization 287,102 220,070 125,323
Foreign exchange loss (gain) (422) 22,117 55,357
Insurance 133,738 122,620 73,627
Office and miscellaneous 312,684 253,914 190,436
Professional fees 169,402 98,020 116,278
Rent 90,142 5,804 -
Repairs and maintenance 41,205 43,599 53,341
Telephone and utilities 140,239 107,069 78,158
Travel, entertainment and advertising 234,940 189,297 152,459
Wages and employee benefits 3,998,763 2,129,468 1,557,038
Warehouse expenses and supplies 371,543 226,369 103,192
------------- ------------- -------------
$ 5,776,345 $ 3,487,045 $ 2,520,751
============= ============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
Page 32
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, 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
============ ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
Page 33
JEWETT-CAMERON TRADING COMPANY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year $ 837,024 $ 712,196 $ 608,679
Items not involving an outlay of cash:
Depreciation and amortization 287,102 220,070 125,323
Foreign exchange loss - - 55,357
Deferred income taxes 35,400 (85,100) 95,000
Loss on disposal of capital assets - - 73,118
Stock-based compensation 20,340 - -
Changes in non-cash working capital items:
(Increase) decrease in accounts (4,233,742) 676,396 (90,838)
receivable
(Increase) decrease in inventory (2,296,756) 222,548 44,260
(Increase) decrease in prepaid (41,314) (36,862) 4,296
expenses
Increase (decrease) in accounts 3,333,869 (102,237) (355,161)
payable and accrued liabilities
------------- ------------- -------------
Net cash provided by (used in) operating
activities (2,058,077) 1,607,011 560,034
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness 2,667,679 297,960 (87,883)
Issuance of capital stock for cash 41,102 - -
Treasury shares acquired (175,059) (168,554) (442,526)
------------- ------------- -------------
Net cash provided by (used in) financing
activities 2,533,722 129,406 (530,409)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits - 74,745 (400)
Purchase of capital assets (328,276) (1,696,817) (44,897)
------------- ------------- -------------
Net cash used in investing activities (328,276) (1,622,072) (45,297)
------------- ------------- -------------
Change in cash and cash equivalents 147,369 114,345 (15,672)
Cash and cash equivalents, beginning of year 322,622 208,277 223,949
------------- ------------- -------------
Cash and cash equivalents, end of year $ 469,991 $ 322,622 $ 208,277
============= ============= =============
Supplemental disclosures with respect to cash flows (Note 14)
The accompanying notes are an integral part of these consolidated financial
statements.
Page 34
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 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.
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.
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.
Page 35
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
2.
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
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. 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 common share are to be presented. Basic earnings per common 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 common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.
Page 36
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
2.
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Earnings per share (cont’d…)
The earnings per share data for the years ended August 31 is summarized as follows:
---------------------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------------------
Net income for the year $ 837,024 $ 712,196 $ 608,679
=================================================================================
Basic earnings per share weighted average
number of common shares outstanding 1,001,775 988,681 1,020,726
Effect of dilutive securities
Stock options 50,608 34,740 33,344
---------------------------------------------------------------------------------
Diluted earnings per share weighted average
number of common shares outstanding 1,052,383 1,023,421 1,054,070
=================================================================================
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.
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:
Page 37
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
2.
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Financial instruments (cont’d…)
Cash and cash equivalents
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.
Bank indebtedness
The carry amount approximates fair value due to the short-term nature of the obligation.
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:
--------------------------------------------------------------------------------
2002 2001
--------------------------------------------------------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
--------------------------------------------------------------------------------
Bank indebtedness $2,965,639 $2,965,639 $ 297,960 $ 297,960
Cash and cash equivalents 469,991 469,991 322,622 322,622
Accounts receivable 6,098,733 6,098,733 1,864,991 1,864,991
Accounts payable and accrued
liabilities 4,018,760 4,018,760 684,891 684,891
--------------------------------------------------------------------------------
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.
Page 38
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
2.
SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Income taxes (cont’d…)
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 June, 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 addresses the accounting for all purchased intangible assets, but not the accounting for internally developed intangible assets. Goodwill will no longer be amortized but will be reviewed for impairment in accordance with SFAS No. 142. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Early adoption is permitted for entities with fiscal years beginning after March 15, 2001.
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 August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121 "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 is required to be adopted effective January 1, 2002.
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.
Page 39
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
3.
BUSINESS COMBINATION AND ACQUISITION
During fiscal 2001, 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
-----------------------------------------------------------------------------
2002 2001
-----------------------------------------------------------------------------
Home improvement products $ 3,862,811 $ 1,936,706
Air tools and industrial clamps 289,847 280,449
Agricultural seed products 544,125 182,872
-----------------------------------------------------------------------------
$ 4,696,783 $ 2,400,027
=============================================================================
5.
CAPITAL ASSETS
-----------------------------------------------------------------------------
2002 2001
-----------------------------------------------------------------------------
Office equipment $ 488,108 $ 199,348
Warehouse equipment 669,274 651,581
Buildings 2,088,042 2,072,155
Land 851,568 845,632
4,096,992 3,768,716
Accumulated depreciation (1,235,142) (948,040)
-----------------------------------------------------------------------------
Net book value $ 2,861,850 $ 2,820,676
=============================================================================
Page 40
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
5.
CAPITAL ASSETS (cont’d…)
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:
------------------------------------------------------------------------------------
2002 2001 2000
------------------------------------------------------------------------------------
Computed tax at the federal statutory rate of 34% $ 438,420 $ 215,955 $ 358,931
State taxes, net of federal benefit 42,900 1,541 34,980
Stock based compensation 6,916 - -
Depreciation 166 (7,612) 17,125
Operating loss carryforwards (40,777) (314,976) (50,514)
Losses of subsidiary - 36,133 82,444
Inventory reserve 1,092 10,244 -
Bad debt reserve 99 (26,329) -
Other 3,630 8,009 4,034
------------------------------------------------------------------------------------
Provision (benefit) for income taxes $ 452,446 $ (77,035) $ 447,000
====================================================================================
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:
------------------------------------------------------------------------------------
2002 2001
------------------------------------------------------------------------------------
Deferred tax assets:
Allowance for doubtful accounts $ 117,098 $ 152,404
Difference between book and tax depreciation 54,802 54,896
Net operating loss carryforwards 186,719 246,476
Total deferred tax assets 358,619 453,776
Valuation allowance (186,719) (246,476)
------------------------------------------------------------------------------------
Net deferred tax assets $ 171,900 $ 207,300
====================================================================================
Page 41
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
6.
INCOME TAXES (cont'd…)
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, 2002, the Company has available unused net operating losses of approximately $418,000 that may be applied against future taxable income. These losses, if unutilized, will expire between 2003 and 2008.
7.
BANK INDEBTEDNESS
------------------------------------------------------------------------------------
2002 2001
------------------------------------------------------------------------------------
Demand loan $ 2,965,639 $ 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 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 fiscal 2002 and 2001, the Company repurchased 24,200 and 31,500 shares, respectively, at an aggregate cost of $175,059 and $168,554, respectively.
During the current year, the Company also cancelled 76,500 common shares (2001 – Nil) with an average cost of $418,983 (2001 - $Nil). The premium paid to acquire these shares over their per share book value in the amount of $289,175 (2001 - $Nil) was recorded as a decrease to retained earnings.
9.
STOCK OPTIONS
The Company has a stock option plan under which stock options to purchase securities from the Company can be granted to directors and employees of the Company on terms and conditions acceptable to the regulatory authorities of Canada, notably the Toronto Stock Exchange ("TSX"), the Ontario Securities Commission and the British Columbia Securities Commission. The Company has no formal written stock option plan.
Page 42
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
9.
STOCK OPTIONS (cont’d…)
In accordance with regulatory policies stock options for up to 10% of the number of issued and outstanding common shares may be granted from time to time, provided that stock options in favour of any one individual may not exceed 5% of the issued and outstanding common shares. No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.
The exercise price of all stock options, granted under the stock option program, must be at least equal to the fair market value (subject to regulated discounts) of such common shares on the date of grant.
Proceeds received by the Company from exercise of stock options are credited to capital stock.
At August 31, 2002, employee incentive stock options were outstanding enabling the holders to acquire the following number of shares:
---------------------------------------------------------------
Number Exercise
of Shares Price Expiry Date
---------------------------------------------------------------
70,000 Cdn$ 4.25 August 6, 2006
12,000 Cdn$ 7.50 April 30, 2003
---------------------------------------------------------------
Following is a summary of the status of the plan during 2002, 2001 and 2000:
----------------------------------------------------------------
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 82,000 Cdn$ 4.73
===================================================
Page 43
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
9.
STOCK OPTIONS (cont’d…)
Following is a summary of the status of options outstanding at August 31, 2002:
-------------------------------------------------------------------
Outstanding Options Exercisable Options
-------------------------------------------------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Contractual Exercise Exercise
Exercise Price Number Life Price Number Price
-------------------------------------------------------------------
Cdn$4.25 70,000 3.93 Cdn$ 4.25 70,000 Cdn$ 4.25
Cdn$7.50 12,000 0.66 Cdn$ 7.50 12,000 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, 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 year ended August 31, 2002 was $20,340 (2001 - $Nil). 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:
-------------------------------------------------------------------
2002 2001 2000
-------------------------------------------------------------------
Net income for the year
As reported $ 837,024 $ 712,196 $ 608,679
===================================================================
Pro forma $ 827,052 $ 712,196 $ 608,679
===================================================================
Basic earnings per common share
As reported $ 0.84 $ 0.72 $ 0.60
===================================================================
Pro forma $ 0.83 $ 0.72 $ 0.60
===================================================================
Page 44
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
9.
STOCK OPTIONS (cont'd…)
The weighted average estimated fair value of stock options granted during 2002, 2001 and 2000 were Cdn$3.98, Cdn$Nil, and Cdn$Nil 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 2002:
--------------------------------------------------------------
2002 2001 2000
--------------------------------------------------------------
Risk-free interest rate 3% - -
Expected life of the options 2 years - -
Expected volatility 41.62% - -
Expected dividend yield - - -
--------------------------------------------------------------
The Black-Scholes option pricing 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.
10.
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 $155,051, $82,530 and $79,141, for 2002, 2001 and 2000, respectively. The ESOP shares as of August 31 were as follows:
-------------------------------------------------------------------
2002 2001
-------------------------------------------------------------------
Allocated shares 147,667 131,000
-------------------------------------------------------------------
Page 45
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
11.
CONTINGENT LIABILITIES AND COMMITMENTS
a)
At August 31, 2002 and 2001, the Company had an un-utilized line-of-credit of approximately $2,000,000 and $4,500,000, respectively.
b)
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 seller’s 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 two installments for the purchase of inventory in the amount of $1,799,828. Subsequent to year end, the Company made the third installment for the purchase of inventory (Note 15).
Greenwood is in the business of processing and distribution of industrial wood and other specialty building products, principally to original equipment manufacturers.
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.
Page 46
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
12.
SEGMENTED INFORMATION (cont'd…)
Following is a summary of segmented information for 2002, 2001 and 2000:
-------------------------------------------------------------------------------
2002 2001 2000
-------------------------------------------------------------------------------
Sales to unaffiliated customers:
Building materials:
United States $ 14,671,877 $ 19,369,153 $ 23,336,751
South Pacific - - 45,602
Industrial tools 776,545 919,169 1,111,833
Industrial wood products 25,561,520 - -
Seed processing and sales 2,615,183 1,824,632 -
-------------------------------------------------------------------------------
$ 43,625,125 $ 22,112,954 $ 24,494,186
===============================================================================
Income from operations:
Building materials:
United States $ 427,496 $ 843,278 $ 1,250,539
South Pacific - (2,285) (190,610)
Industrial tools 89,043 (23,981) 150,123
Industrial wood products 625,937 - -
Seed processing and sales 249,526 35,894 -
General corporate (49,986) (107,547) (87,549)
-------------------------------------------------------------------------------
$ 1,342,016 $ 745,359 $ 1,122,503
===============================================================================
Identifiable assets:
Building materials:
United States $ 5,990,039 $ 6,739,910 $ 6,456,978
South Pacific - - 247,907
Industrial tools 121,458 101,409 116,753
Industrial wood products 6,970,030 - -
Seed processing and sales 1,303,549 815,699 -
General corporate 16,604 19,707 115,722
-------------------------------------------------------------------------------
$ 14,401,680 $ 7,676,725 $ 6,937,360
===============================================================================
Depreciation and amortization:
Building materials:
United States $ 127,056 $ 220,070 $ 123,150
South Pacific - - 2,173
Industrial tools - - -
Industrial wood products 36,997 - -
Seed processing and sales 123,049 - -
-------------------------------------------------------------------------------
$ 287,102 $ 220,070 $ 125,323
===============================================================================
-
continued -
Page 47
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
12.
SEGMENTED INFORMATION (cont'd…)
-------------------------------------------------------------------------------
2002 2001 2000
-------------------------------------------------------------------------------
Continued...
Capital expenditures:
Building materials:
United States $ 13,194 $ 60,296 $ 44,897
Industrial wood products 267,971 - -
Seed processing and sales 47,111 1,636,521 -
-------------------------------------------------------------------------------
$ 328,276 $ 1,696,817 $ 44,897
===============================================================================
Interest expense:
Building materials
United States $ 53,587 $ 124,200 $ 95,464
$ 53,587 $ 124,200 $ 95,464
===============================================================================
During 2002, the Company made sales of $9,341,138 to a customer of the building material segments which were in excess of 10% of total sales for the year.
During 2001, the Company made sales of $8,934,216 and $6,739,543 to customers of the building material segments which were in excess of 10% of total sales for the year.
During 2000, the Company made sales of $8,756,105, $5,040,083, $3,782,656 and $3,215,835 to customers of the building material segments which were in excess of 10% of total sales for the year.
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, 2002, one customer totalling $825,722 and at August 31, 2001 two customers totalling $419,817 and $1,056,600, 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.
Page 48
JEWETT-CAMERON TRADING COMPANY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
AUGUST 31, 2002
14.
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
---------------------------------------------------------------------
2002 2001 2000
---------------------------------------------------------------------
Cash paid during the year for:
Interest $ 53,587 $ 124,200 $ 95,464
Income taxes 272,631 - 423,457
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Significant non-cash transaction in 2002:
The Company cancelled 76,500 treasury shares repurchased at a price of $418,983, which had an original cost of $129,808. The difference between the original cost and purchase price of $289,175 was applied against retained earnings as a premium relating to cancellation of share capital.
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.
15.
SUBSEQUENT EVENT
On September 16 and 17, 2002, the Company completed its third and fourth installments for the purchase of Greenwood's inventory in the amount of $1,356,326. To date, the Company has purchased $3,156,154 of inventory from Greenwood as set out in the asset purchase agreement.
Psge 49
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.
"DAVIDSON & COMPANY"
Vancouver, Canada
Chartered Accountants
October 11, 2002
A Member of SC INTERNATIONAL
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
Page 50
JEWETT-CAMERON TRADING COMPANY LTD.
FINANCIAL STATEMENT SCHEDULE
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
AUGUST 31, 2002
------------------------------------------------------------------------------------
Additions Deductions
Balance Charged Credited Deductions
at to to from Balance
Beginning Costs and Costs and Reserves at
of Year Expenses Expenses End of
Year
------------------------------------------------------------------------------------
2000
Allowance deducted from
related balance sheet account:
Accounts receivable $ 468,000 $ 57,306 $ 45,000 $ 230,306 $ 250,000
Deferred tax valuation 200,534 9,594 - - 210,128
Account
2001
Allowance deducted from
related balance sheet account:
Accounts receivable $250,000 $ 135,000 $ - $ 70,000 $ 315,000
Deferred tax valuation 210,128 36,348 - - 246,476
Account
2002
Allowance deducted from
related balance sheet account:
Accounts receivable $315,000 $ - $ - $ 5,000 $ 310,000
Deferred tax valuation 246,476 - 59,757 - 186,719
account
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Page 51
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 21, 2002
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 21, 2002
By: /s/ Donald M. Boone_______________________________
Donald M. Boone, President/CFO/Controller/Director
Date: November 21, 2002
By: /s/ Michael C. Nasser_________________
Michael C. Nasser, Corporate Secretary
Page 52
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
I, Donald M. Boone, certify that:
1. I have reviewed this Annual Report report on Form 10-K of Jewett Cameron Trading Co. Ltd.
2. Based on my knowledge, this Annual 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 Annual report; and
3. Based on my knowledge, the financial statements, and other financial information included in this Annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual report.
/s/ Donald M. Boone
---------------------------------
Donld M. Boone
President, CEO, CFO
Date: November 25, 2002
Page 53