-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tYX4ovhO8TGHV5UqTWSnmv09uQ1ykP6bzR1zIx+1ouF0GIi4Ijui9ryInlUZwFrc MJ7z2G2OXvTjp+UUNhm/ew== 0000912057-94-004309.txt : 19941227 0000912057-94-004309.hdr.sgml : 19941227 ACCESSION NUMBER: 0000912057-94-004309 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941011 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941223 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TJ INTERNATIONAL INC CENTRAL INDEX KEY: 0000099974 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 820250992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07469 FILM NUMBER: 94566175 BUSINESS ADDRESS: STREET 1: 380 E PARK CTR BLVD STE 300 CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 2083458500 MAIL ADDRESS: STREET 1: 380 E PARKER CTR BLVD STREET 2: SUITE 300 CITY: BOISE STATE: ID ZIP: 83706 FORMER COMPANY: FORMER CONFORMED NAME: TRUS JOIST CORP DATE OF NAME CHANGE: 19880927 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, or 15(d) of The Securities Exchange Act of 1934 TJ INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-7469 82-0250992 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 380 E. ParkCenter Boulevard, Suite 300, Boise, Idaho 83706 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated October 11, 1994 as set forth in the pages attached hereto: Item 7 (a) Financial statements of businesses acquired Item 7 (b) Pro forma financial information Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. TJ INTERNATIONAL, INC. (Registrant) Date: December 23, 1994 By: /s/ Valerie A. Heusinkveld -------------------------- Valerie A. Heusinkveld Vice President & Chief Financial Officer Item 7 (a) Financial Statements of Businesses Acquired Audited balance sheet of the SealRite Windows, Inc. and Oldach Window Corp., as of December 31, 1993, and the related audited statements of income and cash flows for the year ended December 31, 1993, and notes to financial statements thereto. SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. ----------------- REPORT ON AUDIT OF FINANCIAL STATEMENTS for the years ended December 31, 1993 To the Shareholders of SealRite Windows, Inc. and Oldach Window Corp. We have audited the accompanying individual and combined balance sheets of SealRite Windows, Inc. and Oldach Window Corp. as of December 31, 1993, and the related individual and combined statements of income and retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the individual and combined financial position of SealRite Windows, Inc. and Oldach Window Corp. as of December 31, 1993 and the individual and combined results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. 700 Cornhusker Plaza /s/ Coopers & Lyband Lincoln, Nebraska ----------------------------- February 15, 1994 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. BALANCE SHEETS December 31, 1993 ---------- ASSETS
SealRite Oldach Windows, Window Inc. Corp. Eliminations Combined -------- ------ ------------ -------- Current assets: Cash (Note 2) $ 5,878 $ 13,646 $ - $ 19,524 Accounts receivable, net of allowance for doubtful accounts of $175,000 and $31,161, respectively (Note 4) 2,628,208 2,217,721 - 4,845,929 Due from affiliate - 171,338 (171,338) - Inventories (Notes 3 and 4) 2,205,568 3,525,701 (116,260) 5,615,009 Prepaid expenses and deposits 38,924 317,570 - 356,494 ---------- ---------- --------- ---------- Total current assets 4,878,578 6,245,976 (287,598) 10,836,956 ---------- ---------- --------- ---------- Property, plant and equipment, at cost (Note 4): Land 206,556 100,000 - 306,556 Buildings 1,045,150 - - 1,045,150 Machinery and equipment 383,064 820,922 - 1,203,986 Office furniture and equipment 67,926 290,957 - 358,883 Motor vehicles 43,520 230,733 - 274,253 Computer 188,657 - - 188,657 Leasehold improvements - 388,203 - 388,203 ---------- ---------- --------- ---------- 1,934,873 1,830,815 - 3,765,688 Less accumulated depreciation 838,370 512,963 - 1,351,333 ---------- ---------- --------- ---------- 1,096,503 1,317,852 - 2,414,355 Other assets 50,278 106,819 - 157,097 ---------- ---------- --------- ---------- $6,025,359 $7,670,647 $(287,598) $13,408,408 ---------- ---------- --------- ---------- ---------- ---------- --------- ----------
The accompanying notes are an integral part of the financial statements. 2 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. BALANCE SHEETS, Continued December 31, 1993 ---------- LIABILITIES
SealRite Oldach Windows, Window Inc. Corp. Eliminations Combined -------- ------ ------------ -------- Current liabilities: Bank notes payable (Note 4) $ 340,000 $1,601,265 $ - $ 1,941,265 Accounts payable 722,589 718,539 - 1,441,128 Due to affiliate 171,338 - (171,338) - Accrued expenses 608,028 672,630 - 1,280,658 Current maturities of long-term debt (Note 4) 311,676 499,587 - 811,263 Current maturities of capitalized lease obligations (Note 6) - 13,384 - 13,384 ---------- ---------- ---------- ---------- Total current liabilities 2,153,631 3,505,405 (171,338) 5,487,698 Long-term debt (Note 4) 1,243,065 306,201 - 1,549,266 Capitalized lease obligations (Note 6) - 31,371 - 31,371 Minority interest - - 871,601 871,601 ---------- ---------- ---------- ---------- 3,396,696 3,842,977 700,263 7,939,936 ---------- ---------- ---------- ---------- Commitments (Note 6) STOCKHOLDERS' EQUITY Capital stock (Note 7) 915 454,000 (106,690) 348,225 Capital stock subscribed, 85 shares 85 - - 85 Additional paid-in capital 141,857 253,142 (59,488) 335,511 Retained earnings 2,658,861 3,120,528 (821,683) 4,957,706 ---------- ---------- ---------- ---------- 2,801,718 3,827,670 (987,861) 5,641,527 Treasury stock, at cost (45,330) - - (45,330) Stock subscriptions receivable (127,725) - - (127,725) ---------- ---------- ---------- ---------- 2,628,663 3,827,670 (987,861) 5,468,472 ---------- ---------- ---------- ---------- $6,025,359 $7,670,647 $(287,598) $13,408,408 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of the financial statements. 3 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. STATEMENTS OF INCOME AND RETAINED EARNINGS for the year ended December 31, 1993 -----------
SealRite Oldach Windows, Window Inc. Corp. Eliminations Combined -------- ------ ------------ -------- Sales $15,770,656 $20,942,669 $(1,010,562) $35,702,763 ----------- ----------- ----------- ----------- Cost of sales: Beginning inventory 1,930,134 3,049,457 - 4,979,591 Material purchases 7,873,293 10,186,596 (1,010,562) 17,049,327 Labor 1,458,807 3,059,183 - 4,517,990 Overhead (Note 6) 1,627,283 2,193,700 - 3,820,983 ----------- ----------- ----------- ----------- 12,889,517 18,488,936 (1,010,562) 30,367,891 Ending inventory 2,205,568 3,525,701 (116,260) 5,615,009 ----------- ----------- ----------- ----------- 10,683,949 14,963,235 (894,302) 24,752,882 ----------- ----------- ----------- ----------- Gross profit 5,086,707 5,979,434 (116,260) 10,949,881 ----------- ----------- ----------- ----------- Selling and distribution expense 2,805,916 1,526,861 - 4,332,777 Administration expense 945,713 1,558,544 - 2,504,257 ----------- ----------- ----------- ----------- 3,751,629 3,085,405 - 6,837,034 ----------- ----------- ----------- ----------- Income from operations 1,335,078 2,894,029 (116,260) 4,112,847 ----------- ----------- ----------- ----------- Other income (expense): Interest income 6,515 - - 6,515 Interest expense (177,442) (240,856) - (418,298) Loss on sale of fixed assets - (52,887) - (52,887) Other 21,450 12,359 - 33,809 ----------- ----------- ----------- ----------- (149,477) (281,384) - (430,861) ----------- ----------- ----------- ----------- Income before minority interest 1,185,601 2,612,645 (116,260) 3,681,986 Minority interest - - (576,457) (576,457) ----------- ----------- ----------- ----------- Net income $ 1,185,601 $ 2,612,645 $ (692,717) $ 3,105,529 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of the financial statements. 4 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the year ended December 31, 1993 -----------------
SealRite Windows, Inc. ------------------------------------------------------------------------- Capital Stock Capital Stock Paid-In Retained Treasury Subscriptions Stock Subscribed Capital Earnings Stock Receivable ------- ---------- ------- -------- -------- ------------- Balance, December 31, $915 $85 $141,857 $1,792,972 $(45,330) $(144,333) 1992 Sale of Treasury stock - - - - - - Payments of stock subscriptions receivable - - - - - 16,608 Net income - - - 1,185,601 - - Distribution to stockholders - - - (319,712) - - --------- --------- --------- --------- --------- --------- Balance, December 31, 1993 $915 $85 $141,857 $2,658,861 $(45,330) $(127,725) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Oldach Window Corp. ---------------------------------------------------------------------- Capital Paid-In Treasury Retained Stock Capital Stock Earnings Eliminations Combined ------- ------- -------- -------- ------------ -------- Balance, December 31, $454,000 $200,000 $(17,412) $1,518,618 $(516,087) $ 3,385,285 1992 Sale of Treasury stock - 53,142 17,412 - (16,580) 53,974 Payments of stock subscriptions receivable - - - - - 16,608 Net income - - - 2,612,645 (692,717) 3,105,529 Distribution to stockholders - - - (1,010,735) 237,523 (1,092,924) -------- --------- --------- ---------- --------- ----------- Balance, December 31, 1993 $454,000 $253,142 $ - $3,120,528 $(987,861) $ 5,468,472 -------- --------- --------- ---------- --------- ----------- -------- --------- --------- ---------- --------- -----------
The accompanying notes are an integral part of the financial statements. 5 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. STATEMENTS OF CASH FLOWS for the year ended December 31, 1993 ---------- INCREASE (DECREASE) IN CASH
SealRite Oldach Windows, Window Inc. Corp. Eliminations Combined -------- ------ ------------ -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,185,601 $ 2,612,645 $(692,717) $ 3,105,529 ----------- ----------- ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Increase in allowance for doubtful accounts 60,000 26,161 - 86,161 Depreciation and amortization 131,870 196,583 - 328,453 Loss on sale of fixed assets - 52,887 - 52,887 Increase in accounts receivable (1,068,288) (135,375) - (1,203,663) Decrease (increase) in due from affiliates 92,850 (171,338) 171,338 92,850 Increase in inventories (275,434) (476,244) 116,260 (635,418) Increase in prepaid expenses (11,763) (236,197) - (247,960) Increase in other assets (5,325) - - (5,325) Increase (decrease) in accounts payable 87,656 (124,564) - (36,908) Increase (decrease) in accrued expenses (27,945) 178,746 - 150,801 Increase (decrease) in due to affiliates 171,338 (66,308) (171,338) (66,308) Minority interest - - 355,514 355,514 ----------- ----------- ----------- ----------- Total adjustments (845,041) (755,649) 471,774 (1,128,916) ----------- ----------- ----------- ----------- Net cash provided by operating activities 340,560 1,856,996 (220,943) 1,976,613 ----------- ----------- ----------- ----------- CASH FLOWS USED IN INVESTING ACTIVITIES: Proceeds from sale of fixed assets - 3,950 - 3,950 Capital expenditures (94,721) (586,723) - (681,444) ----------- ----------- ----------- ----------- Net cash used in investing activities (94,721) (582,773) - (677,494) ----------- ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving loan agreement 340,000 (190,491) - 149,509 Proceeds from issuance of long-term debt 500,000 364,172 - 864,172 Repayment of long-term debt and revolving loan (799,742) (482,693) - (1,282,435) Payments of capital lease obligations - (12,234) - (12,234) Decrease in stock subscriptions receivable 16,608 - - 16,608 Sale of treasury stock - 70,554 (16,580) 53,974 Distributions to shareholders (319,712) (1,010,735) 237,523 (1,092,924) ----------- ----------- ----------- ----------- Net cash used in financing activities (262,846) (1,261,427) 220,943 (1,303,330) ----------- ----------- ----------- ----------- Net increase (decrease) in cash (17,007) 12,796 - (4,211) Cash at beginning of year 22,885 850 - 23,735 ----------- ----------- ----------- ----------- Cash at end of year $ 5,878 $ 13,646 $ - $ 19,524 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for interest $ 220,230 $ 251,221 $ - $ 471,451 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of the financial statements. 6 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS ---------- 1. ACCOUNTING POLICIES: The following is a summary of significant accounting policies followed in the preparation of these financial statements. (a) PRINCIPLES OF COMBINING: The individual and combined financial statements include the accounts of SealRite Windows, Inc. and Oldach Window Corp. The shareholders of SealRite Windows, Inc. have seventy-seven percent ownership in Oldach Window Corp. Minority interest represents the twenty-three percent ownership interest in Oldach Window Corp. not held by shareholders of SealRite Windows, Inc. All material intercompany balances and transactions have been eliminated in combination. (b) INDUSTRY INFORMATION: The Companies are principally engaged in the production and sale of window and door products and grants credit to homebuilders, substantially all of whom are located in the Midwest. (c) INVENTORIES: Inventories of SealRite Windows, Inc. are valued at the lower of cost, on the last-in, first-out (LIFO) method, or market. Oldach Window Corp. inventories are valued at the lower of cost, on the first-in, first-out (FIFO) method, or market. (d) DEPRECIATION: Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred while major renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in income. (e) EMPLOYEE BENEFIT PLAN: SealRite Windows, Inc. has a defined contribution Retirement Plan and a 401(k) Thrift Plan & Trust covering all employees who have completed one year of service. Participants in the 401(k) Thrift Plan & Trust may contribute up to 15% of their annual wages. The Company made contributions during the year to the 401(k) plan matching 100% of the amount contributed by participants up to a maximum of 4% of participants' compensation. The Company's total contribution to the 401(k) plan for the year ended December 31, 1993 was approximately $71,000. 7 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 1. ACCOUNTING POLICIES, CONTINUED: (e) EMPLOYEE BENEFIT PLAN, CONTINUED: Oldach Window Corp. has a defined contribution 401(k) plan covering all employees who have completed one year of full-time service. The Company made contributions during 1993 to the 401(k) plan matching 25% of the amount contributed by the participants up to a maximum of 2.5% of participants' compensation. In 1993, the Company made an additional discretionary contribution of 10% as determined by the Board of Directors. The Company's total contribution to the 401(k) plan for the year ended December 31, 1993 was $66,354. 2. CASH BALANCES: The Companies each maintain a zero balance operating account as part of their cash management system. Checks not presented for payment as of December 31, 1993 of $242,000 and $68,000, respectively, are included in accounts payable. When presented for payment, these amounts are added to the Company's revolving credit line (See Note 4). Cash balances related to the depository accounts of approximately $173,000 and $42,000, respectively, were applied against the Company's revolving loan at December 31, 1993. 3. INVENTORIES: As of December 31, 1993 combined inventories consisted of the following:
SealRite Oldach Windows, Window Inc. Corp. Eliminations Combined -------- ------ ------------ -------- Inventories at FIFO cost: Raw materials $1,175,248 $1,671,163 $ - $2,846,411 Work-in-process 755,362 1,076,322 - 1,831,684 Finished goods 960,043 778,216 (116,260) 1,621,999 ---------- ---------- --------- ---------- 2,890,653 3,525,701 (116,260) 6,300,094 Less: Excess of FIFO cost over LIFO (685,085) - - (685,085) ---------- ---------- --------- ---------- $2,205,568 $3,525,701 $(116,260) $5,615,009 ---------- ---------- --------- ---------- ---------- ---------- --------- ----------
SealRite Windows, Inc. inventories were restated to fair value at their acquisition date in 1986, which was $181,913 in excess of the valuation reported for federal income tax purposes. 8 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 4. BANK NOTES PAYABLE AND LONG-TERM DEBT: SealRite Windows, Inc. bank notes payable at December 31, 1993 consists of a revolving credit note payable to a local bank, bearing interest (6.5% at December 31, 1993) at 1/2% above the National Prime Rate established by the Bank, with the interest due quarterly. The maximum principal balance of the revolving loan is $2,500,000. Oldach Window Corp. bank notes payable at December 31, 1993 consists of a revolving credit note payable bearing interest (7.25% at December 31, 1993) at 1.25% above the National Prime Rate established by the Bank, with the interest due monthly. The maximum principal amount of the revolving loan is $3,000,000. Long-term debt at December 31, 1993 consists of the following:
Current Noncurrent ------- ---------- Mortgage loan to bank due in monthly installments of $9,636 including interest (8.25% at December 31, 1993) at the monthly average yield on U.S. Treasury securities adjusted to a constant maturity of one year plus 350 basis points through July 1999. The remaining balance is due and payable August 1999. $ 42,394 $ 864,554 Term note payable in monthly installments of $10,019 including interest at 7.5% with remaining principal and interest balance due at May 31, 1996. 88,215 378,511 Subordinated notes payable to shareholders, due in quarterly payments of $29,762 beginning July 1991 through April 1994. Interest is payable quarterly (6.0% at December 31, 1993) at the First National Bank of Chicago prime rate. 122,601 - -------- ---------- Balance, carried forward $253,210 $1,243,065
9 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 4. BANK NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED:
Current Noncurrent ------- ---------- Balance, brought forward $253,210 $1,243,065 10.5% note payable to a former shareholder due in monthly installments of $839 plus interest commencing April 30, 1992 with remaining principal and interest due October 1994. 8,819 - 10.5% note payable to a former shareholder due in monthly installments of $5,088 plus interest commencing April 30, 1992 with remaining principal and interest due November 1994. 49,647 - Term note payable in monthly installments of $17,800 including interest at 1/2% above the reference rate adjusted quarterly (7.5% at December 31, 1993) with the unpaid principal balance due October 10, 1994. 166,046 - Short-term bank note payable repaid in February, 1994, including interest at 8%. 200,000 - Note payable in monthly installments of $10,324 including interest at 10.5% through April 1997. 91,766 255,396 9.5% note payable to a former shareholder due January 1, 1994. 8,705 - Miscellaneous equipment and vehicle notes payable bearing interest at various rates ranging from 6.9% to 12.5% maturing from 1993 through 1996. 33,070 50,805 -------- ---------- $811,263 $1,549,266 -------- ---------- -------- ----------
10 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 4. BANK NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED: The notes payable are collateralized by fixed assets (excluding real estate), inventory, accounts receivable, deposit accounts, stock and assignment of a portion of officers life insurance policies. These agreements contain provisions, which among other things, require the Company to maintain a minimum amount of working capital, net worth and net income, a debt to equity ratio, and limit or prohibit additional borrowings, guarantees, sale of assets, dividends, remuneration, fixed assets additions and sale or acquisition of its stock. As of December 31, 1993, long-term debt matures as follows: 1994 $ 811,263 1995 277,685 1996 462,615 1997 94,662 1998 58,902 Thereafter 655,402 ---------- $2,360,529 ---------- ----------
5. INCOME TAXES: The Companies are taxed under the provisions of Subchapter S of the Internal Revenue Code. Accordingly, no provision is made in the accounts of the companies for any income taxes arising from operations since that date as such amounts are assets or liabilities of the individual stockholders and the amounts thereof depend upon their respective tax situations. 6. COMMITMENTS: Oldach Window Corp. leases certain equipment under lease agreements expiring through 1997, which have been accounted for as capital leases. As of December 31, 1993, the cost and related accumulated depreciation of the capitalized leased equipment aggregated $69,503 and $18,463, respectively. The Companies also lease certain facilities and equipment under operating leases which expire on various dates through 1999. Oldach Window Corp. leased real estate from stockholders under an agreement which expired on December 31, 1993 and was not renewed. 11 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 6. COMMITMENTS, CONTINUED: At December 31, 1993, minimum lease payments due under capital leases and operating leases with terms over one year are as follows:
Capital Operating Leases Leases ------- --------- 1994 $21,979 $ 550,316 1995 16,559 523,524 1996 18,797 412,476 1997 5,904 354,313 1998 - 342,438 1999 - 18,554 ------- ---------- Total future minimum lease payments 63,239 $2,201,621 ---------- ---------- Less amount representing interest (rates ranging from 6.9% to 33%) and taxes 18,484 ------- Present value of net future minimum lease payments 44,755 Less current maturities 13,384 ------- Long-term portion $31,371 ------- -------
Total rent expenses for all operating leases aggregated $930,926 at December 31, 1993, of which $242,657 was paid to stockholders in 1993. 7. CAPITAL STOCK: Capital stock of the Companies is summarized below:
SealRite Oldach Windows, Window Inc. Corp. -------- ------ Par Value $1 No par Authorized shares 2,000 1,635 Shares issued 915 1,635
12 SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. NOTES TO FINANCIAL STATEMENTS, Continued ---------- 7. CAPITAL STOCK, CONTINUED: The Company has an agreement with its management shareholders with respect to any and all transfers or sales of Company stock. The agreement is effective for all transactions with third parties and upon termination of employment, disability or death. Each shareholder must offer their shares to the Company initially and then to the remaining shareholders before selling such shares to third parties. The purchase price shall be equal to that agreed to with the third party or the book value of the shares as adjusted pursuant to the agreement. 13 Item 7 (a) Financial Statements of Businesses Acquired (Continued) Unaudited interim condensed combined balance sheet of the SealRite Windows, Inc. and Oldach Window Corp., as of September 30, 1994, and the related unaudited condensed combined statements of income and cash flows for the nine months ended September 30, 1994. The condensed combined financial statements included herein have been prepared by SealRite Windows, Inc. and Oldach Window Corp. (S&O), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of S&O's management, all adjustments necessary to present fairly the results of the periods presented have been included therein. Certain information and footnote disclosure normally included in financial statements have been condensed or omitted pursuant to such rules and regulations, although S&O believes that the disclosures are adequate to make the information presented not misleading. It is recommended that these condensed combined financial statements be read in conjunction with the audited financial statements and notes thereto included in this Form 8K/A. The results of operations for the nine months ended September 30, 1994 are not necessarily indicative of the results that might be expected for the fiscal year ended December 31, 1994. SealRite Windows, Inc. and Oldach Window Corp. Condensed Combined Balance Sheet (Unaudited) As of September 30, 1994 (Amounts in thousands)
Assets - ------------------------------------------------------------------------------- Current assets Receivables, net $6,724 Inventories 6,649 Other 18 --------- 13,391 Property and equipment 5,202 Accumulated depreciation (2,844) --------- 2,358 Other assets 117 --------- $15,866 --------- --------- Liabilities and Stockholders' Equity - -------------------------------------------------------------------------------- Current liabilities Notes payable $3,428 Current portion of long-term debt 105 Accounts payable and accruals 3,648 -------- 7,181 Long-term debt 1,533 Stockholders' Equity 7,152 -------- $15,866 -------- --------
SealRite Windows, Inc. and Oldach Window Corp. Condensed Combined Statement of Income (Unaudited) For the Nine Months Ended September 30, 1994 and September 30, 1993 (Amounts in thousands) - -------------------------------------------------------------------------------
September 30, September 30, 1994 1993 --------------- --------------- Sales $31,533 $27,401 --------------- -------------- Costs and expenses Cost of sales 22,507 19,634 Selling expenses 4,115 3,509 Administrative expenses 1,811 1,438 --------------- -------------- 28,433 24,581 --------------- -------------- Income from operations 3,100 2,820 Interest expense (247) (286) --------------- -------------- Income before income tax 2,853 2,534 Income taxes 0 0 --------------- -------------- Net Income $2,853 $2,534 --------------- -------------- --------------- --------------
SealRite Windows, Inc. and Oldach Window Corp. Condensed Combined Statement of Cash Flows (Unaudited) For the Nine Months Ended September 30, 1994 and September 30, 1993 (Amounts in thousands) - -------------------------------------------------------------------------------
September 30, September 30, 1994 1993 ----------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net Income $2,853 $2,534 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,493 1,492 Change in working capital items: Receivables (1,706) (1,455) Inventories (790) (593) Other current assets 378 (162) Accounts payable and accrued liabilities 755 334 ---------------------------------- Net cash provided by operating activities: $2,983 $2,150 - ------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES - ------------------------------------ Capital expenditures $(1,437) $(1,870) ----------------------------------- Net cash used in investing activities $(1,437) $(1,870) - ------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES - ---------------------------------------------- Net borrowings under lines of credit $1,486 $1,375 Principal payments on long-term debt (767) (619) Partners' tax distributions (2,285) (1,060) ----------------------------------- Net cash used in financing activities $(1,566) $(304) - ------------------------------------------------------------------------------- Net decrease in cash and cash equivalents $(20) $(24) ----------------------------------- -----------------------------------
Item 7 (b) Pro Forma Financial Information Pro forma balance sheet as of October 1, 1994. Pro forma statement of income for the nine months ended October 1, 1994. Pro forma statement of income for the fiscal year ended January 1, 1994. TJ International, Inc. and Combined SealRite Windows, Inc. & Oldach Window Corp. Pro Forma Condensed Consolidated Balance Sheet (Unaudited) As of October 1, 1994 (Amounts in thousands)
Pro Forma TJ International, SealRite & Pro Forma Consolidated ASSETS Inc. Oldach Adjustment Note Balance Sheet - ------------------------------------------------------------------------------------------------------------------------------- Current assets Cash and cash equivalents $45,540 $0 $(758) (2) $44,782 Marketable securities 13,839 0 0 13,839 Receivables, net 47,592 6,724 0 54,316 Inventories 64,183 6,649 0 70,832 Other 11,270 18 0 11,288 ----------------------------------------------------------------------------------- 182,424 13,391 (758) 195,057 Property Property and equipment 465,975 5,202 0 471,177 Accumulated depreciation (137,859) (2,844) 0 (140,703) ----------------------------------------------------------------------------------- 328,116 2,358 0 330,474 Goodwill 22,880 0 26,848 (4) 49,728 Unexpended bond funds 23,185 0 0 23,185 Other assets 10,413 117 800 (1) 11,330 ----------------------------------------------------------------------------------- $567,018 $15,866 $26,890 $609,774 ----------------------------------------------------------------------------------- ----------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------------------------------------- Current liabilities Notes payable $1,778 $3,428 $(3,428) (2) $1,778 Current portion of long-term debt 1,470 105 (105) (2) 1,470 Accounts payable and accruals 60,304 3,648 736 (1)(2) 64,688 ----------------------------------------------------------------------------------- 63,552 7,181 (2,797) 67,936 Long-term debt, less current portion 88,745 1,533 18,839 (2)(3) 109,117 Deferred income taxes 7,174 0 0 7,174 Other long-term liabilities 13,519 0 0 13,519 Minority interest in partnerships 148,418 0 18,000 (5) 166,418 Stockholders' equity 245,610 7,152 (7,152) (3)(4) 245,610 ----------------------------------------------------------------------------------- $567,018 $15,866 $26,890 $609,774 ----------------------------------------------------------------------------------- -----------------------------------------------------------------------------------
TJ International, Inc. and Combined SealRite Windows, Inc. & Oldach Window Corp. Pro Forma Condensed Consolidated Statement of Income (Unaudited) For the nine months ended October 1, 1994 (Amounts in thousands except per share figures)
Pro Forma TJ International, SealRite & Pro Forma Consolidated Inc. Oldach Adjustment Note Income Statement ----------------------------------------------------------------------------------- Sales $470,247 $31,533 $0 $501,780 ----------------------------------------------------------------------------------- Costs and expenses Cost of sales 354,063 22,507 0 376,570 Selling expenses 46,489 4,115 0 50,604 Administrative expenses 25,024 1,811 504 (6) 27,339 ----------------------------------------------------------------------------------- 425,576 28,433 504 454,513 ----------------------------------------------------------------------------------- Income from operations 44,671 3,100 (504) 47,267 Investment income, net 1,386 0 0 1,386 Interest expense 0 (247) 247 (7) 0 Minority interest in partnerships (24,894) 0 (434) (8) (25,328) ----------------------------------------------------------------------------------- Income before income taxes 21,163 2,853 (691) 23,325 Income taxes 8,677 0 886 9,563 ----------------------------------------------------------------------------------- Net Income $12,486 $2,853 $(1,577) $13,762 ----------------------------------------------------------------------------------- Net Income per common share Primary $0.68 $0.75 ----------------- ----------------- ----------------- ----------------- Fully diluted $0.64 $0.71 ----------------- ----------------- ----------------- ----------------- Weighted average number of common shares outstanding Primary 17,356 17,356 ----------------- ----------------- ----------------- ----------------- Fully diluted 18,626 18,626 ----------------- ----------------- ----------------- -----------------
TJ International, Inc. and Combined SealRite Windows, Inc. & Oldach Window Corp. Pro Forma Condensed Consolidated Statement of Income (Unaudited) For the year ended January 1, 1994 (Amounts in thousands except per share figures)
Pro Forma TJ International, SealRite & Pro Forma Consolidated Inc. Oldach Adjustment Note Income Statement ----------------------------------------------------------------------------------- Sales $551,204 $35,703 $0 $586,907 ----------------------------------------------------------------------------------- Costs and expenses Cost of sales 408,853 24,753 0 433,606 Selling expenses 59,040 4,333 0 63,373 Administrative expenses 50,475 2,523 672 (6) 53,670 ----------------------------------------------------------------------------------- 518,368 31,609 672 550,649 ----------------------------------------------------------------------------------- Income from operations 32,836 4,094 (672) 36,258 Investment income, net 449 0 0 449 Interest expense (3,136) (412) (948) (7) (4,496) Minority interest in partnerships (10,149) 0 (546) (8) (10,695) ----------------------------------------------------------------------------------- Income before income taxes 20,000 3,682 (2,166) 21,516 Income taxes 7,472 0 566 8,038 ----------------------------------------------------------------------------------- Net Income $12,528 $3,682 $(2,732) $13,478 ----------------------------------------------------------------------------------- Net Income per common share Primary $0.82 $0.88 ----------------- ----------------- ----------------- ----------------- Fully diluted $0.76 $0.82 ----------------- ----------------- ----------------- ----------------- Weighted average number of common shares outstanding Primary 14,267 14,267 ----------------- ----------------- ----------------- ----------------- Fully diluted 15,603 15,603 ----------------- ----------------- ----------------- -----------------
TJ INTERNATIONAL, INC., SEALRITE WINDOWS, INC. AND OLDACH WINDOW CORP. EXPLANATORY NOTES TO PRO FORMA FINANCIAL INFORMATION TRANSACTION On October 11, 1994, TJ International, Inc. (the "Company") formed a Delaware general partnership (the "Partnership"), combining the Company's wholly-owned subsidiary, Norco Windows, Inc., a Wisconsin corporation ("Norco"), with SealRite Windows, Inc., a Nebraska corporation ("SealRite") and Oldach Window Corp., a Delaware corporation ("Oldach"). The Partnership, which was initially formed as the N-S&O Partnership, will operate under the name "Outlook Window Partnership ("Outlook")." Under the terms of a Partnership Formation and Contribution Agreement, the Company contributed to the Partnership all of the assets and liabilities of Norco and all of the issued and outstanding capital stock of its wholly-owned subsidiaries, Dashwood Industries Limited, a corporation organized under the laws of the Province of Ontario, Canada ("Dashwood"), and R. Laflamme & Frere, Quebec, ("Laflamme"), in exchange for a 73.5% interest in the Partnership. SealRite and Oldach contributed all of their respective assets and liabilities in exchange for an aggregate 26.5% interest in the Partnership. The Partnership Agreement of the Partnership provides that the Company shall make an additional cash contribution to the Partnership equal to the amount of any operating losses for Norco, Dashwood and Laflamme for the period October 3, 1994 to December 31, 1995. The Company's acquisition of a 73.5% ownership interest in the Partnership is accounted for using the purchase method of accounting. The former Norco, Dashwood and Laflamme assets and liabilities are recorded at their historical net book value. The former S&O assets and liabilities are recorded at their fair market value. On October 27, 1994, the Company announced it has signed a letter of intent to sell its Dashwood window subsidiary to Andersen Corporation. Also, on December 5, 1994 Andersen Corporation has expressed an intent to purchase the company's Laflamme subsidiary. The sale of both these companies is targeted to be effective at the end of the company's 1994 fiscal year. If the sale pursuant to the terms of the letter of intent the company's interest in Outlook would decrease to approximately 64%. PRO FORMA FINANCIAL STATEMENTS The accompanying pro forma financial statements are required by and prepared in accordance with the rules and regulations of the Securities and Exchange Commission. The pro forma portions of the accompanying statements make certain assumptions concerning current and historical events, which may or may not be applicable in the circumstances. Accordingly, no assurances can be given that the pro forma financial statements are necessarily indicative of the results that may have happened in the past or might be expected for the future. The accompanying pro forma balance sheet shows how the transaction might have affected the company's historical balance sheet if the transaction had been fully consummated on October 1, 1994. The audit of the assets and liabilities contributed to the Partnership is not yet completed. Any material adjustments as a result of the audit would affect the balances reported in the accompanying pro forma consolidated balance sheet. The accompanying pro forma statements of income show how the transaction might have affected the Company's historical income statements had the transaction been consummated at the beginning of the periods presented in the statements. The pro forma income statements are based on the audited income statements of the Company and S&O for the fiscal year ended January 1, 1994, and on the unaudited income statements for the Company and S&O for the nine months ended October 1, 1994. Pro forma adjustments to the historical financial statements are described in the following notes: 1. Adjustment to reflect the estimated unpaid transaction related costs and liability. 2. Adjustment to reflect the pay off of short-term and certain long-term borrowings of S&O through refinancing with a draw on the Company's Revolving Credit Facility, coupled with a cash payment. 3. Adjustment to reflect the distribution to former shareholders of S&O funded by a draw on the Company's Revolving Credit Facility. 4. Adjustment to reflect the fair market value of the businesses acquired. 5. Adjustment to reflect the minority interest for the 26.5% portion of the partnership owned by S&O. 6. Adjustment to reflect the amortization over 40 years of goodwill arising from the acquisition. 7. Adjustment to reflect the additional interest expense on the incremental borrowing described in note 3 above. For the nine months ended October 1, 1994, all interest expense would be capitalized into construction in progress. 8. Adjustment to reflect the allocation of 26.5% of S&O's income to the minority interest. The pro forma results assume the allocation to the Company of all the losses of Norco, Dashwood and Laflamme for the periods presented, consistent with the allocation of any such losses agreed to by the partners for the period October 3, 1994 to December 31, 1995. -----END PRIVACY-ENHANCED MESSAGE-----