SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For Quarter Ended April 4, 1998 Commission file number 0-7469
TJ INTERNATIONAL, INC.
- -------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 82-0250992
- ------------------------------- ----------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 E. Mallard Drive
Boise, Idaho 83706
- ---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (208) 364-3300
----------------------
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12
months (or for each 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
----- -----
Indicate the number of shares outstanding of
each of the issuer's classes of common stock,
as of the latest practicable date.
May 11, 1998, 17,019,275 shares of $1 par
value common stock.
EXHIBIT INDEX ON PAGE 16
TJ INTERNATIONAL, INC.
PART I. Financial Information
The condensed consolidated financial statements included herein
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of management, all adjustments necessary to present
fairly the results for the periods presented have been included
therein. The adjustments made were of a normal, recurring nature.
Certain information and footnote disclosure normally included
in financial statements have been condensed or omitted in
accordance with such rules and regulations, although the Company
believes that the disclosures are adequate to make the information
presented not misleading. It is recommended that these condensed
financial statements be read in conjunction with the audited
financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
The results of operations for the periods presented are not
necessarily indicative of the results that might be expected
for the fiscal year ending January 2, 1999.
TJ INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(AMOUNTS IN THOUSANDS)
ASSETS April 4, January 3, March 29,
1998 1998 1997
Current assets
Cash and cash
equivalents $ 97,192 $119,087 $ 21,516
Marketable securities --- 40,751 ---
Receivables, less
allowances of $398,
$397 and $447 123,790 55,369 103,866
Inventories 72,882 68,954 51,644
Other 12,988 10,923 11,545
-------- -------- ---------
306,852 295,084 188,571
Property
Property and
equipment 609,848 603,693 572,124
Less - Accumulated
depreciation (233,333) (223,207) (192,835)
-------- -------- ---------
376,515 380,486 379,289
Goodwill 19,240 19,500 20,280
Other assets 17,244 17,034 23,133
-------- -------- ---------
$719,851 $712,104 $611,273
-------- -------- ---------
-------- -------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable $ --- $ --- $ 2,505
Accounts payable 31,221 25,238 36,434
Accrued liabilities 43,808 50,641 32,535
-------- -------- ---------
75,029 75,879 71,474
Long-term debt 142,390 142,390 88,140
Other long-term
liabilities 19,770 18,336 6,050
Reserve for discontinued
operations 14,448 17,482 20,757
Minority interest in
Partnership 222,344 216,605 199,287
Stockholders' equity
ESOP Convertible
Preferred Stock, $1.00
par value, authorized
10,000,000 shares, issued
1,140,319, 1,147,219, and
1,160,993 13,454 13,535 13,698
Guaranteed ESOP Benefit (8,188) (8,188) (9,204)
Common stock, $1.00 par
value, authorized
200,000,000 shares,
issued 17,893,134,
17,807,142, and
17,654,009 17,893 17,807 17,654
Paid-in capital 155,798 153,936 149,013
Retained earnings 91,995 86,116 67,546
Other (1,866) (1,730) (1,663)
Accumulated other
comprehensive (3,858) (3,805) (3,179)
income (loss)
Treasury stock, 888,782,
761,152 and 419,300,
shares, at cost (19,358) (16,259) (8,300)
-------- -------- --------
245,870 241,412 225,565
-------- -------- --------
$719,851 $712,104 $611,273
-------- -------- --------
-------- -------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS.
T J INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(amounts in thousands
except per share figures)
For the fiscal quarter ended
------------------------
April 4, March 29,
1998 1997
-------- --------
Sales $185,829 $161,263
-------- --------
Costs and expenses
Cost of sales 135,523 117,923
Selling expenses 19,575 17,083
Administrative expenses 9,610 8,562
--------- --------
164,708 143,568
--------- --------
Income from operations 21,121 17,695
Investment income, net 1,959 412
Interest expense (2,316) (1,549)
Minority interest in Partnership (9,847) (7,795)
---------- --------
Income before income taxes 10,917 8,763
Income taxes 4,094 3,286
---------- -------
Net income 6,823 5,477
---------- -------
---------- -------
Net income per common share
Basic $ 0.39 $ 0.30
--------- --------
--------- --------
Diluted $ 0.36 $ 0.28
--------- --------
--------- --------
Dividends declared per common share $ 0.0550 $ 0.0550
--------- --------
--------- --------
Weighted average number of common
shares outstanding during the periods
Basic 16,958 17,501
--------- -------
--------- -------
Diluted 18,556 19,025
--------- -------
--------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS.
TJ INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL QUARTER ENDED
APRIL 4, 1998 AND MARCH 29, 1997
(Unaudited)
(amounts in thousands)
April 4, March 29,
1998 1997
-------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 6,823 $ 5,477
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 11,081 10,037
Minority interest in partnership 9,847 7,795
Other, net 1,201 895
Change in working capital items:
Receivables (68,421) (29,973)
Inventories (3,928) (95)
Other current assets (2,065) (1,804)
Accounts payable and accrued liabilities (326) 9,221
Other, net (1,062) 29
--------- --------
Net cash provided by (used in) operating
activities $(46,850) $ 1,582
--------- ---------
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures $ (6,904) $ (7,326)
Sales of marketable securities 40,751 ---
Other, net (801) 401
--------- ---------
Net cash provided by (used in) investing
activities $ 33,046 $ (6,925)
--------- ----------
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid on common stock $ (938) $ (963)
Cash dividends paid on preferred stock --- (1,245)
Minority partners tax distributions (4,179) (2,133)
Net borrowings under lines-of-credit --- 2,505
Purchase of treasury stock (3,099) (8,300)
Other, net 125 194
--------- ---------
Net cash used in financing activities $ (8,091) $ (9,942)
--------- ---------
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS
Net decrease in cash and cash equivalents $(21,895) $(15,285)
Cash and cash equivalents at beginning
of year 119,087 36,801
--------- --------
Cash and cash equivalents at end of period $ 97,192 $ 21,516
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest, net of amounts capitalized $ 2,659 $ 1,182
Income taxes $ 2,597 $ 736
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS.
TJ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
INVENTORIES
Inventories consisted of the following:
(amounts in thousands)
April 4, Jan. 3, March 29,
1998 1998 1997
--------- --------- ---------
Finished goods $54,523 $51,737 $35,690
Raw materials and
work-in-progress 18,359 17,217 15,954
--------- ------- ---------
72,882 68,954 51,644
Reduction to LIFO cost - - -
--------- ------- ---------
$72,882 $68,954 $51,644
--------- ------- ---------
--------- ------- ---------
The determination of inventory under the LIFO method can be made
only at the end of each fiscal year based on the inventory levels
and costs at that time. Accordingly, interim LIFO calculations must
necessarily be based on the Company's estimates of expected
year-end inventory levels and costs. Since these estimates are
subject to many forces beyond the Company's control, interim
results could possibly be affected by the final year-end LIFO
inventory valuation.
NET INCOME PER COMMON SHARE:
Basic net income per common share is based on net income adjusted
for preferred stock dividends and related tax benefits divided by
the weighted average number of common shares outstanding. Diluted
net income per common share assumes conversion of the Employee
Stock Ownership Plan (ESOP) convertible preferred stock (ESOP
preferred stock) into common stock at the beginning of the year and
weighted average number of common shares outstanding after giving
effect to stock options under the treasury stock method.
Basic net income and diluted net income were calculated as follows:
For the fiscal
quarter ended
--------------------
April 4, March 29,
1998 1997
--------------------
BASIC NET INCOME
Net income as reported $ 6,823 $ 5,477
Preferred stock dividends, net
of related tax benefits (253) (248)
------- -------
Basic net income $ 6,570 $ 5,229
------- -------
------- -------
DILUTED NET INCOME
Net income as reported $ 6,823 $ 5,477
Additional ESOP contribution
payable upon assumed
conversion of ESOP
preferred stock, net of
related tax benefits (166) (174)
------- -------
Diluted net income $ 6,657 $ 5,303
------- -------
------- -------
- -------------------------------------------------------------------
Weighted average shares outstanding
used to determine basic earnings
per common share 16,958 17,501
ESOP preferred stock 1,140 1,161
Stock Options 458 363
------- -------
Weighted average shares used to
determine diluted earnings
per common share 18,556 19,025
------- -------
------- -------
- -------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)
Comprehensive income for the
periods include the following:
For the fiscal
quarter ended
------------------
April 4 March 29,
1998 1997
------------------
Net Income $ 6,823 $ 5,477
Other Comprehensive Loss (53) (399)
------------------
Comprehensive Income $ 6,770 $ 5,078
------- -------
------- -------
Accumulated other comprehensive income (loss) for each period ended
was as follows:
(amounts in thousands)
April 4, Jan. 3, March 29,
1998 1998 1997
-------- -------- ---------
Balances at beginning of period-
cumulative translation
adjustment $(3,805) $ (2,780) $ (2,780)
Changes within periods-
cumulative translation adjustment (53) (1,025) (399)
-------- -------- ---------
Balance at end of period-
cumulative translation
adjustment $(3,858) $ (3,805) $ (3,179)
-------- -------- ---------
-------- -------- ---------
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RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued
Statement No. 131 Disclosures about Segments of an Enterprise and
Related Information ("SFAS No. 131"). SFAS No. 131 requires
publicly-held companies to report segment and other information
which is utilized by the Chief Executive Officer and to reconcile
the segment information to financial statement amounts. SFAS No.
131 is effective for the Corporation for the year ending January 2,
1999. The Company is evaluating the impact of this new standard on
its reporting and disclosure.
TJ INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL QUARTER ENDED APRIL 4, 1998
OPERATING RESULTS
TJ International, Inc., (the Company) is the 51 percent owner and
managing partner of Trus Joist MacMillan A Limited Partnership
(TJM), the world's leading manufacture and marketer of engineered
lumber products. Substantially all of the Company's operating
assets are held and revenue generated by TJM. MacMillan Bloedel
Limited (MB) owns a 49 percent interest in TJM.
The following comments discuss material variations in the results
of operations for the comparative periods presented in the
condensed consolidated statements of income.
SALES
The Company's sales by quarter during the current year and for the
preceding four years are as follows:
SALES BY QUARTER
(amounts in thousands)
Quarter 1998 1997 1996 1995 1994
- ------- ------- -------- -------- -------- --------
First $185,829 $161,263 $111,157 $109,941 $118,163
Second 185,730 155,050 123,882 128,773
Third 185,576 179,571 137,759 136,266
Fourth 173,747 131,388 113,263 112,858
-------- -------- -------- --------
$706,316 $577,166 $484,845 $496,060
-------- -------- -------- --------
-------- -------- -------- --------
FIRST QUARTER OF 1998 COMPARED WITH THE FIRST QUARTER OF 1997
First quarter sales increased $24.6 million or 15% from the prior
year first quarter. The sales increase is due to the continued
acceptance of engineered lumber products as a substitute for solid-
sawn lumber in the marketplace. The Company believes this growing
acceptance is achieved primarily through homebuilders' and
homeowners' increasing awareness of engineered lumber's superior
quality and value. Additionally, growth in product acceptance is
achieved through the Company's on-going education and sales efforts
in the builder and specifier communities, introduction of new
products and the adoption of engineered lumber products as the
product of choice in a growing number of regional markets.
In both the first quarter of 1997 and 1998, the Company offered its
Strategic Inventory Program to its customers. This program, which
included rebates, extended terms and price protection was designed
to encourage distribution customers to increase their inventory
levels as the traditional building season begins.
In the west prices for competing Douglas fir wide-dimension
products began 1998 at a two year low but began to slowly increase
during the quarter. Prices for competing wide-dimension southern
yellow pine began the year at a two year high and have continued to
increase slightly over year ago prices.
The Company had increased unit volume sales of approximately 18%,
compared to the prior year first quarter. Volume gains were
strongest in the Company's TJI-Registered Trademark- Joist
products. During the first quarter, the Company introduced its new
TJI-Registered Trademark-/Pro-Registered Trademark- 120TS joist.
This product is the first I-joist to include TimberStrand
- -Registered Trademark- LSL as a flange material. This new product
introduction, combined with increased marketing emphasis on its
TimberStrand-Registered Trademark- LSL wall framing and header
products are pursuant to the Company's goal to increase the
proportion of higher value products in its TimberStrand-Registered
Trademark- LSL sales mix.
Gross margins for the first quarter were 27.1% compared with 26.9%
in the first quarter of 1997. The Company was able to increase
gross margin compared to the prior year despite increased costs for
Oriented Strand Board (OSB). This increase in OSB costs was offset
by lower veneer costs and increased operating efficiencies at many
of the Company's manufacturing facilities. The Company's
TimberStrand-Registered Trademark- LSL plants in Northern Minnesota
and Eastern Kentucky continue to make incremental gains improving
product properties, productivity, and operating costs.
Selling expenses increased $2.5 million, from $17.1 million in the
first quarter 1997 to $19.6 million in the first quarter of 1998,
however, they declined as a percentage of sales to 10.5% from 10.6%
in 1997. Total selling expenses rose primarily because of variable
selling expense and sales commissions resulting from sales growth.
The Company also increased spending for targeted advertising.
General and administrative expenses increased $1.0 million, from
$8.6 million in the first quarter of 1997 to $9.6 million in the
first quarter 1998, however, they declined as a percentage of sales
to 5.2% from 5.3% in 1997. This increase in spending is primarily
driven by the Company's investment in business support software
which is intended to provide the infrastructure for future growth.
Minority interest expense increased $2.1 million from 1997 due to
the increase in earnings at the Trus Joist MacMillan (TJM)
Partnership.
LIQUIDITY AND CAPITAL RESOURCES
APRIL 4, 1998 COMPARED TO JANUARY 3, 1998
Working capital increased $12.4 million during the first quarter of
1998 to $232 million. Accounts receivable increased $68.4 million
due to increased sales combined with the sales incentives offered
in the first quarter of 1997 and 1998, as part of the Company's
strategic inventory plan.
APRIL 4, 1998 COMPARED TO MARCH 29, 1997
Working capital increased $115 million from the prior year, to $232
million at April 4, 1998. The increase is due to strong earnings
combined with modest capital expansion spending.
The Company completed construction in late 1997 of a TimberStrand-
Registered Trademark- LSL - flange I line at its Eastern Kentucky
location. The new production facility will allow the Company to
produce traditional I-joist products, using TimberStrand-Registered
Trademark- LSL as the top and bottom flange material. The plant
ramp up is on schedule, with market introduction of this
product in the first quarter 1998. The additional I-line required
a capital investment of approximately $16.5 million in 1997.
Also in 1997 the Company began construction of a Microllam-
Registered Trademark- LVL, TJI-Registered Trademark- Joist plant
located in Evergreen, Alabama, with production scheduled to begin
late
in the fourth quarter of 1998. The new production facility
will allow the Company to produce traditional Microllam-Registered
Trademark- LVL and TJI-Registered Trademark- Joist products. The
plant will require a capital investment of approximately $45
million. Total spending on the project through the first quarter
of 1998 was $5.2 million, including first quarter 1998 expenditures
of $2.2 million.
The Company is evaluating potential sites for an additional
combination Microllam-Registered Trademark- LVL, Parallam-
Registered Trademark- PSL and TJI-Registered Trademark- Joist plant
or a third TimberStrand-Registered Trademark- LSL plant but has
not determined whether or when to proceed with construction. The
Company believes that current cash balances, cash generated from
operations, and borrowing under a $150 million Revolving Credit
Facility will be sufficient to meet the on-going operating and
capital expansion needs of the Company. The Company also believes
that additional or expanded lines of credit or appropriate
long-term capital can be obtained to fund other major capital
requirements as they arise, or to fund an acquisition.
In the first quarter 1998, the Board of Directors authorized the
Company to purchase $3.1 million of treasury stock.
For 1997, the Company's Board of Directors authorized the purchase
of up to $15 million of the Company's common stock at market
prices. The Company purchased $8.3 million of treasury stock during
the first quarter of 1997 and $6.7 million of stock during the
second quarter of 1997 completing the stock purchase plan. In
addition, the Board of Directors authorized and the Company
purchased an additional $1.3 million of stock during the third
quarter of 1997.
In the fourth quarter of 1997, the Company issued $42.6 million of
taxable notes to preserve the Company's ability in the future to
issue additional industrial revenue bonds to help finance the East
Kentucky TimberStrand-Registered Trademark- LSL plant. The taxable
notes are due in a single maturity on November 15, 2001, subject to
prepayment at the option of the Company, and are unsecured. In
addition, during the second quarter of 1997, the Company issued
$11.65 million of industrial revenue bonds associated with the
construction of the East Kentucky plant. The bonds are due in a
single maturity in 2027, with interest payable semi-annually at
6.55%.
The Company sold its windows operations in 1996, however, it
retained certain liabilities related to these operations.
Management believes that existing reserves are adequate to meet all
subsequent liabilities that may arise related to the discontinued
operations.
Substantially all of the Company's operating assets are held, and
revenue generated, by its TJM partnership. The partnership
regularly distributes cash to the partners to fund the
tax liabilities generated by the partnership at the corporate
level. All other distributions of cash by the partnership are
dependent on the affirmative votes of the representatives of the
minority partner. Accordingly, there can be no assurance that such
distributions will be approved and thereby be available for the
payment of dividends or to fund other operations of the Company.
INDUSTRY, COMPETITION, AND CYCLICALITY
The Company's engineered lumber products continue to gain market
acceptance as high-quality alternatives to traditional solid-sawn
lumber products. Through the Company's intensive marketing
efforts, the Company believes that builders and other wood users
are increasingly recognizing the consistent quality, superior
strength, lighter weight, and ease of installation of engineered
lumber products. The Company believes that this trend will
continue.
No other company possesses the range of engineered lumber products,
the levels of service and technical support, or the second
generation technologies of TimberStrand-Registered Trademark- LSL
or Parallam-Registered Trademark- PSL. There are, however, a
number of companies, including several large forest products
companies, that now produce look-alike wood I-joist and laminated
veneer lumber products. Several of these companies have announced
capacity expansions. These look-alike products are manufactured
using processes similar to the Company's older generation
technologies.
The Company believes its network of manufacturing plants and
multiple technologies position it as the low-cost producer of
engineered lumber. While competition helps expand the market for
engineered wood products, including those manufactured by the
Company, it may also make the existing markets more price
competitive. Traditional wide-dimension lumber, however, remains
the predominant structural framing material used in residential
construction and is the primary competitor of the Company's
products. Commodity lumber prices historically have been subject
to high volatility, and during periods of significant lumber price
movements the Company's prices have trended in the same direction.
The Company's operations are strongly influenced by the cyclicality
and seasonality of residential housing construction. This industry
experiences fluctuations resulting from a number of factors,
including the state of the economy, consumer confidence, credit
availability, interest rates, and weather patterns. Consistent with
the seasonal pattern of the construction industry as a whole, the
Company's sales have historically tended to be lowest in the first
and fourth quarters and highest in the second and third quarters of
each year.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued
Statement No. 131 Disclosures about Segments of an Enterprise and
Related Information ("SFAS No. 131"). SFAS No. 131 requires
publicly-held companies to report segment and other information
which is utilized by the Chief Executive Officer and to
reconcile the segment information to financial statement amounts.
SFAS No. 131 is effective for the Corporation for the year ending
January 2, 1999. The Company is evaluating the impact of this new
standard on its reporting and disclosure.
FORWARD LOOKING STATEMENTS
This Form 10-Q includes a number of "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, statements
regarding the adequacy of the Company's reserves for discontinued
operations and other statements regarding the Company's beliefs.
Investors are cautioned that forward-looking statements
are subject to an inherent risk that actual results may vary
materially from those described, projected or implied herein.
Factors that may result in such variance include, among others:
changes in interest rates, commodity prices, and other economic
conditions; actions by competitors; changing weather conditions and
other natural phenomena; actions by government authorities;
technological developments; future decisions by management in
response to changing conditions; and misjudgments in the course of
preparing forward-looking statements. Other factors are discussed
in the Company's filings with the Securities and Exchange
Commission.
Microllam-Registered Trademark-, Parallam-Registered Trademark-,
TJI-Registered Trademark-, and TimberStrand-Registered Trademark-
are registered trademarks of Trus Joist MacMillan A Limited
Partnership, Boise, Idaho.
TJ INTERNATIONAL, INC.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Filed as an exhibit to this report is the following:
(10) Material Contract
(27) Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter
TJ INTERNATIONAL INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TJ INTERNATIONAL, INC.
/s/ Valerie A. Heusinkveld
----------------------------
Valerie A. Heusinkveld
Vice President, Finance & Chief
Financial Officer
Date: May 19, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS TO FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER COMMISSION FILE NUMBER 0-7469
ENDED APRIL 4, 1998
TJ INTERNATIONAL, INC.
EXHIBIT INDEX
Exhibits Page
- -------- ------
(10) Form of Change of Control Employment Document 2
Agreement entered into by participants
in the Long Term Incentive Plan in
January 1998.
(27) Financial Data Schedule Document 3