-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LchlmjAjnWKM/YlrL6snsCQxM5BUoXUkwXJIVU73Ecq+5ZP3fj+NDdRUxPzm5FY9 51brdEVriP2na5MYGPuCgA== 0001016193-00-000065.txt : 20000525 0001016193-00-000065.hdr.sgml : 20000525 ACCESSION NUMBER: 0001016193-00-000065 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUFCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000808714 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 954071623 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-10984-LA FILM NUMBER: 642378 BUSINESS ADDRESS: STREET 1: PIONEER LANE STREET 2: P O BOX 457 CITY: GENTRY STATE: AR ZIP: 72734 BUSINESS PHONE: 5017362201 MAIL ADDRESS: STREET 1: 12575 PIONEER LANE STREET 2: 12575 PIONEER LANE CITY: GENTRY STATE: AK ZIP: 72734 FORMER COMPANY: FORMER CONFORMED NAME: COASTECH INC DATE OF NAME CHANGE: 19900912 10QSB 1 QUARTER =============================================================================== U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 10-QSB ------------ [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended February 29, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 33-10984-LA ------------ TUFCO INTERNATIONAL, INC. (Name of Small Business Issuer as specified in its charter) Nevada 95-4071623 ------------- -------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) Pioneer Lane, Gentry, AR 72734 ---------------------------------------- (Address of principal executive offices) Registrant's telephone no., including area code: (501) 736-2201 ------------------------------------------------------------------ No Change ------------------------------------ Former name, former address, and former fiscal year, if changed since last report. Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: None Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Common Stock outstanding at February 10, 2000 - 6,965,800 shares of $.001 par value Common Stock. DOCUMENTS INCORPORATED BY REFERENCE: NONE 1 =============================================================================== FORM 10-QSB FINANCIAL STATEMENTS AND SCHEDULES TUFCO INTERNATIONAL, INC. For the Quarter Ended February 29, 2000 The following financial statements and schedules of the registrant and its consolidated subsidiaries are submitted herewith: PART I - FINANCIAL INFORMATION Page of Form 10-Q Item 1. Financial Statements: Condensed Consolidated Balance Sheet--February 29, 2000. 3 Condensed Consolidated Statements of Income for the three and nine months ended February 29, 2000 and February 28, 1999 5 Condensed Consolidated Statements of Cash Flows--for the three and nine months ended February 29, 2000 and February 28, 1999 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION Page Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6(a).Exhibits 11 Item 6(b).Reports on Form 8-K 11 2 TUFCO INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEET FEBRUARY 29, 2000 Unaudited ASSETS CURRENT ASSETS: Cash $ 9,388 Accounts and notes receivable, less allowance for doubtful accounts of $235,000 Trade 1,213,177 Affiliates 417,133 Inventories 563,572 Deferred income tax benefits 98,230 Other current assets 41,197 ------------------ 2,342,697 ------------------ Property and equipment 1,178,778 Accumulated depreciation 517,894 ------------------ 660,884 ------------------ Reacquired franchise territory 356,558 Accumulated amortization 356,558 ------------------ 0 ------------------ Other assets 64,564 ------------------ $ 3,068,145 ================== 3 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 42,779 Trade accounts payable 1,169,458 Income taxes payable 179,280 Accrued expenses 33,318 ------------------ 1,424,835 ------------------ LONG-TERM DEBT 407,476 ------------------ DEFERRED INCOME TAXES 29,328 ------------------ COMMON STOCKHOLDERS' EQUITY: Common stock,$.001 par value; authorized 50,000,000 shares; issued and outstanding 6,965,800 shares 6,966 Retained earnings 1,423,108 Other common stockholders' equity (223,568) ------------------ 1,206,506 ------------------ $ 3,068,145 ================== 4 TUFCO INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the three months and nine months ended February 29, 2000 and February 28, 1999 Unaudited 2000 1999 ------------------------------------------------- 3 MONTHS 9 MONTHS 3 MONTHS 9 MONTHS ------------------------------------------------- NET SALES: Trade $ 1,722,145 $4,833,475 $1,223,405 $3,929,563 Affiliates 163,092 427,224 88,650 332,136 ------------------------------------------------- 1,885,237 5,260,699 1,312,055 4,261,699 ------------------------------------------------- Cost of sales 1,237,794 3,493,556 885,706 2,873,395 Selling expenses 80,768 262,582 70,947 205,046 General and administrati 384,249 989,066 342,377 913,706 Bad debts 18,691 68,497 37,019 37,019 Other income (3,679) (81,086) (36,463) (106,024) ------------------------------------------------- 1,717,823 4,732,615 1,299,586 3,923,142 ------------------------------------------------- Income before income taxes 167,414 528,084 12,469 338,557 ------------------------------------------------- Provision (credit) for income taxes Current (45,170) 119,111 (27,447) 110,595 Deferred 20,090 931 (535) (2,711) ------------------------------------------------- (25,080) 120,042 (27,982) 107,884 ------------------------------------------------- Net Income $ 192,494 $ 408,042 $ 40,451 $ 230,673 ================================================= EARNINGS PER SHARE: Net income (loss) $ 0.02763 $ 0.05858 $ 0.00581 $ 0.03312 ================================================= Weighted average number of shares outstanding 6,965,800 6,965,800 6,965,800 6,965,800 ================================================= 5 TUFCO INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months and nine months ended February 29, 2000 and February 28, 1999 Unaudited
2000 1999 -------------------------------------------- 3 MONTHS 9 MONTHS 3 MONTHS 9 MONTHS -------------------------------------------- NET SALES PROVIDED BY (USED IN) Operating Activities $ 172,534 $ 252,971 $ 93,094 $252,971 -------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (20,397) (74,088) Proceeds from sale of property and equipment 5,000 18,500 -------------------------------------------- Net cash provided by (used in) (20,397) (69,088) 18,500 investing activities -------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 467,187 Principal payments on long-t (15,029) (509,921) (12,614) (37,302) Collection of capital contributions receivable 2,000 4,500 Net employer advances for purchase 131,145 (78,472) 57,393 (86,264) of ESOP shares Dividends paid (278,632) (278,632) (139,316) (139,316) -------------------------------------------- Net cash used in financing activities (162,516) (399,838) (92,537) (258,382) -------------------------------------------- INCREASE (DECREASE) IN CASH (10,379) (260) 557 13,089 CASH, BEGINNING OF PERIO 19,767 9,648 13,669 1,137 -------------------------------------------- CASH, END OF PERIOD $ 9,388 $ 9,388 $14,226 $ 14,226 ============================================
6 TUFCO INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited NOTE 1: BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are presented in accordance with the requirements of Form 10-QSB and consequently do not include all of the disclosures normally required by generally accepted accounting principles for complete financial statements or those normally made in the Company's annual Form 10-KSB filing. Accordingly, the reader of these financial statements may wish to refer to the Company's financial statements for the year ended May 31, 1999 included in the Company's Form 10-KSB for further information. The financial information has been prepared in accordance with generally accepted accounting principles and has not been audited. In the opinion of management, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature. The condensed consolidated results of operations for the six months and nine months ended February 29, 2000 and February 28, 1999 are not necessarily indicative of the operating results for the full year. 7 PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is engaged in the business of selling and installing industrial flooring systems. The following Management's Discussion and Analysis should be read in conjunction with the Management's Discussion and Analysis included in the Company's Form 10-KSB for the year ended May 31, 1999. Financial Condition Total assets at February 29, 2000 were $3,068,145 compared to $2,851,885 at the year ended May 31, 1999. The Company's cash position remains limited, $9,388 at February 29, 2000 compared to $9,648 at May 31, 1999. During the last several years, the Company's cash position has been limited and its ability to expand its operations in a meaningful way is restricted by its limited cash position. Receivables from non-affiliates increased slightly from $1,176,403 at May 31, 1999 to $1,213,177 at February 29, 2000 an increase of approximately 3.13%. Receivables from affiliates were up from $313,636 at May 31, 1999 to $417,133 at February 29, 2000. Inventories increased to $563,572 at February 29, 2000 compared to $509,473 at May 31, 1999. The Company does not currently have any lines of credit and has historically borrowed short term funds from its affiliates and from commercial banks for working capital. At February 29, 2000, the Company had total liabilities to banks of $436,242 which $34,785 was classified as current debt. At May 31, 1999, the Company had total liabilities to banks of $450,255 of which $42,779 was classified as current debt. This loan is secured by the Company's real property and is guaranteed by Brent Mills, officer and director of the Company. At February 29, 2000, total liabilities were $1,861,639 compared to $1,680,848 at May 31, 1999. Results of Operations The Company's revenues are primarily attributed to the sale of flooring components to franchisees and licensees, the sale and installation of complete flooring jobs by the Company. Total net sales for the six month period ended February 29, 2000, were $1,885,237 compared to $1,312,055 for the six month period ended February 29, 2000, an increase of approximately 43.691%. The increase in sales was attributable to an increase in both installations performed by the Company and its franchises. Total net sales for the nine months 8 ended February 29, 2000 were $5,260,699 compared to $4,261,699 for the nine months ended February 29, 2000, an increase of 23.44%. Operating Expenses. Cost of sales during the three month period ended February 29, 2000 was 66% compared to 68% for the three month period ended February 28, 1999. Cost of sales during the nine month period ended February 29, 2000 was 66%, compared to 67% for the nine month period ended February 28, 1999. For the three month period ended February 29, 2000, total general and administrative expenses were $384,249 (approximately 20% of total sales) compared to $342,377 (26% of total sales) for the three month period ended February 28, 1999. For the nine month period ended February 29, 2000, total general and administrative expenses were $989,066 (approximately 19% of total sales), compared to $913,706 for the nine months ended February 28, 1999 (21% of total sales). Selling expenses increased for the three month period ended February 29, 2000 to $80,768 (4% of total sales) compared to $70,947 (5% of total sales) for the three months ended February 28, 1999. Selling expenses for the nine month period ended February 29, 2000 were $262,582 (5% of total sales) compared to $205,046 for the nine month period ended February 28, 1999 (5% of total sales). Total cost of sales and operating expenses for the three month period ended February 29, 2000 were $1,717,823 (91% of total sales) compared to $1,299,586 (99% of total sales) for the three month period ended February 28, 1999. For the nine month period ended February 29, 2000, total cost of sales and operating expenses were $4,732,615 (90% of total sales) compared to $3,923,142 (92% of total sales) for the nine month period ended February 28, 1999. Net Income. For the three month period ended February 29, 2000, the Company had net income of $192,494 compared to net income of $40,451 for the three month period ended February 28, 1999. For the nine month period ended February 29, 2000, the Company had net income of $408,042 compared to $230,673 for the nine month ended February 28, 1999. Inflation The Company's business and operations have not been materially affected by inflation during the past year and the current fiscal year. Year 2000 The Company has not experienced any system failures relating to Y2K and does not anticipate future problems from internal systems or the systems of its major suppliers or customers. The Company has experienced some payment delays from customers but does not anticipate any significant long term delays. 9 Forward-looking Statements The foregoing discussions in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contain forward-looking statements, within the meaning of section 27a of the Securities Act of 1933 and section 21e of the Securities Act, which reflect Management's current views with respect to the future events and financial performance. Such forward looking statements may be deemed to include, among other things, statements relating to anticipated growth, and increased profitability, as well as to statements relating to the Company's strategic plan, including plans to develop and increase factored receivables, loan originations, and to selectively acquire other companies. These forward-looking statements are subject to certain risks and uncertainties, including, but not limited to, future financial performance and future events, competitive pricing for services, costs of obtaining capital as well as national, regional and local economic conditions. Actual results could differ materially from those addressed in the forward looking statement. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only of the date hereof. 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6(a). Exhibits. None. Item 6(b). Reports on Form 8-K. None 11 SIGNATURE In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 19, 2000. TUFCO INTERNATIONAL, INC. By /s/ Brent E. Mills ------------------------------- Brent E. Mills President Principal Executive Officer 12 EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TUFCO INTERNATIONAL, INC.'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 9,388 3-MOS MAY-31-2000 DEC-01-1999 FEB-28-2000 1 9,388 0 1,865,310 235,000 563,572 2,342,697 1,178,778 517,894 3,068,145 1,424,835 0 0 0 6,966 1,199,540 3,068,145 5,260,699 5,260,699 3,493,556 4,732,615 0 0 0 528,084 120,042 408,042 0 0 0 408,042 .06 0
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