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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2000

Commission File Number 33-98404

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T.J.T., INC.
(Exact name of registrant as specified in its charter)

843 North Washington, P.O. Box 278, Emmett, Idaho 83617

(Address of principal executive offices)

(208) 365-5321
(Registrant's telephone number)

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Securities registered under Section 12 (b) of the Exchange Act:

Securities registered under Section 12 (g) of the Exchange Act:

Common Stock, $.001 par value
(Title of class)
Redeemable Common Stock Purchase Warrants
(Title of class)

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   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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    

   Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

   Registrant's revenues for the fiscal year ended September 30, 2000 were $26,881,000.

   Based on the stock's closing price of $⁹/32 on September 30, 2000, non-affiliated market capital was approximately $794,616.

   As of September 30, 2000, there were 4,854,739 shares of the registrant's $.001 par value common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

   The registrant's definitive proxy statement to be dated on or after January 16, 2001, for use in connection with the annual meeting of stockholders to be held on February 20, 2001, portions of which are incorporated by reference into Part III of the Form 10-K.

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PART I

ITEM 1. BUSINESS

Item 1(a). General Development of Business

Forward Looking Statements and Risk Factors

    This Form 10-K contains certain forward-looking statements which are based on management's current expectations. The Company has identified risk factors which could cause actual results to differ substantially from the forward looking statements. These risk factors include, but are not limited to, general economic conditions, changes in interest rates, availability of financing, real estate values, competitive pressure on both the purchasing of used axles and tires from manufactured housing dealers and the selling of refurbished axles and tires to manufactured housing factories, adverse weather conditions, the economic viability of our customers and vendors, changes in legislation or regulations, and availability of qualified employees.

The Company

    T.J.T., Inc., an Idaho corporation was established in 1977. T.J.T., Inc. merged with and into T.J.T., Inc., a Washington corporation on December 13, 1994. The Company's corporate office is located at 843 N. Washington Street, Emmett, Idaho 83617.

    The Company has recycling and distribution locations in Emmett, Idaho; Centralia, Washington; Woodland, California; Phoenix, Arizona; and, Platteville, Colorado. The Company also manufactures hanger parts in Eugene, Oregon which are used by the manufactured housing producers to attach axles to homes and also maintains a sales office in Salem, Oregon.

    T.J.T., Inc. has three business lines: repairing and reconditioning axles and tires for the manufactured housing industry; distribution of after-market accessory products to manufactured housing dealers and set-up contractors, siding to site builders; and, real estate investment and development on a limited basis.

Recent Events

    The manufactured housing industry continues to experience an overabundance of new and used homes due in part to overproduction as well as a decrease in consumer demand due to a tightening of credit requirements. Manufactured housing production facilities as well as numerous sales centers have closed and/or filed for bankruptcy. In the Company's market area the decrease in manufactured housing production from fiscal 1999 to 2000 was approximately 24% according to statistics from the National Conference of States on Building Codes and Standards.

    On August 31, the Company closed the recycling facility in Salem, Oregon due to declining sales in the Northwest. The facility is still being used in a limited manner for sales, warehousing, and distribution. Customers previously served by the Salem recycling facility are now served out of the Centralia, Washington recycling facility.

    At September 30, 2000 the Company evaluated whether an impairment of any assets existed due to the deterioration in the manufactured housing industry and continued operating losses. The evaluation determined that an impairment does exist with respect to the Phoenix, Arizona and Woodland California recycling facilities. An impairment loss of $847,000 has been recorded with goodwill being written down by $767,000 and other assets by $80,000.

    On December 21, 2000 the Company's common stock warrants expired with no warrants being exercised.

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Axle and Tire Reconditioning

    The Company buys used axles and tires from manufactured housing dealers which are detached from the manufactured homes after they are placed on a pad or foundation. The Company also buys used axles and tires from independent brokers.

    The used axles and tires are dismantled at the Company's recycling facilities. All major parts are inspected, cleaned and replaced as required. Approximately 30 axles are rebuilt for each eight man-hour shift. Tires are graded and repaired. Axles and tires are then sold to manufactured housing factories. Each axle and tire assembly is used and recycled approximately three times a year. The tires and axles are sold principally to manufactured housing factories and are delivered to their sites.

    Sales of reconditioned axles and tires were 70 percent, 76 percent and 76 percent of total revenues for the years ended September 30, 2000, 1999, and 1998, respectively.

Regulatory Matters

    HUD regulations govern the maximum load limit per tire, which in turn dictates the number of axles needed to transport a manufactured home. The number of axles required to transport a manufactured home averages approximately six axles. HUD requires periodic inspection at the recycling facility by an approved third party inspector.

Accessories and Siding Distribution

    T.J.T., Inc. sells manufactured housing accessories such as vinyl skirting, piers, and other ancillary products to manufactured housing dealers and set-up contractors. The Company sells vinyl siding to the site-built housing market and manufactured housing factories.

    Sales of accessories were 28 percent, 24 percent and 24 percent of total revenue for the years ended September 30, 2000, 1999 and 1998, respectively.

Target Market

    The Company's target market is the manufactured housing industry and the site-built construction industry. The Company sells to manufactured housing factories, manufactured housing dealers, set-up contractors, and site-built contractors and remodelers. The Company's major customers are manufactured housing factories. Two factories represented more than ten percent of sales, Champion Enterprises, Inc. with 14 percent, and Oakwood Homes Corporation with 12 percent of total sales during fiscal 2000. The Company has no single supplier of axles and tires or accessories that represents ten percent or more of total purchases.

Competition

Axles and Tires

    The Company operates in Idaho, Oregon, Washington, California, Colorado, Utah, Nevada, Montana, Arizona, Texas and Wyoming. In that eleven-state market area, price competition is intense for both the purchase and sale of axles and tires. The Company has two major competitors within its market area. The Company competes based on reputation, reliability and service.

    The Company believes it has greater financial resources, a larger geographical presence, and a better reputation for quality, honesty, reliability, and service than it's competitors. The Company believes it's competitors have a lower cost structure which enables them to acquire market share where price is the customers primary concern.

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    The Company has two main competitors and numerous smaller competitors, with all competitors believed to be privately held companies having between one and twenty-five employees. The Company very roughly estimates that it has a 60% market share, and is roughly three times larger than it's largest competitor. Since the Company is the only company with readily discernable revenues and industry totals are unknown, estimating market share involves extrapolating numerous estimates and results in a market share number subject to questionable accuracy.

Accessories and Siding

    The Company competes for accessory and siding sales with building materials distributors and recreational vehicle wholesale suppliers which are numerous in all of the Company's market areas.

    The Company competes with numerous competitors for accessories and siding sales with availability and price being the principal methods of competition. The Company believes it has lower prices than local stores providing immediate access to accessories and higher prices than regional distributors providing two to fourteen day access. The Company delivers accessories to everywhere in its market area on a daily to weekly basis.

Real Estate Investment and Development

    The Company has invested in real estate held for resale. The Company has primarily selected unimproved land for investment opportunities. The Company intends to exit the real estate segment and no further purchases of real estate are planned.

Industry Overview

    Production of manufactured housing was stronger than related sales of manufactured housing to home buyers during 1998 and 1999. This unusually strong production rate has created excessive retail inventories of manufactured homes. The excess supply of completed homes has greatly slowed the demand for additional production which reduces the demand for axles and tires.

    The continued slow-down in the industry should increase the supply of used axles and tires resulting in lower purchase costs. The Company has on-hand axle and tire inventories at prices higher than the anticipated future acquisition prices which should result in lower margins until current inventories are depleted. The Company expects to take advantage of the lower costs by expanding market share and increasing overall sales through efficient operation and superior service.

Personnel

    As of September 30, 2000, the Company had a total of 132 employees.

ITEM 2. PROPERTIES

    The Company leases nine properties and owns two properties. The two properties owned by the Company are an 11,360 square foot warehouse in Emmett, Idaho and a 9,000 square foot processing facility in Platteville, Colorado.

    The Company leases four properties totaling 145,000 square feet in Emmett, Idaho. Three of the leased properties totaling 82,000 square feet are leased from T.J.T. Enterprises (1)(4) and one property totaling 63,000 square feet is leased from Sheldon-Homedale Family, L.P. (2)(4). Two properties totaling 64,000 square feet are located in Oregon. One property, located in Centralia, Washington totaling 593,000 square feet is leased from MBFI, Inc. (3)(4). One property located in Woodland, California totaling 44,000 square feet, is leased from Ulysses B. Mori (4). One property located in Phoenix, Arizona totals 131,000 square feet. All properties are adequate and suitable for their needs

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and are being fully utilized, with the exception of the Salem, Oregon facility where operations have been curtailed. The Salem facility is currently utilizing 25% of a total of 21,000 square feet.

    (1) T.J.T. Enterprises is a partnership consisting of Terrence Sheldon, President and Chief Executive Officer of the Company, and Jerry L. Radandt, a former officer of the Company. Mr. Sheldon and Mr. Radandt are equal partners in T.J.T. Enterprises.

    (2) Sheldon-Homedale Family, L.P. is a partnership owned by the Terrence Sheldon family. Terrence Sheldon, President and Chief Executive Officer of the Company, is a five percent owner and general partner of Sheldon-Homedale, L.P.

    (3) MBFI, Inc. is a corporation owned by the Patricia Bradley family. Patricia I. Bradley, a Director of the Company until her resignation on September 5, 2000, owns approximately 95 percent of MBFI, Inc.

    (4) The Company believes that the lease terms obtained from T.J.T. Enterprises, Sheldon-Homedale Family, L.P., MBFI, Inc., and Ulysses B. Mori, a Director of the Company, are as favorable as unaffiliated third party terms available to the Company.

ITEM 3. LEGAL PROCEEDINGS

    There were no material legal proceedings to report at fiscal year end 2000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Shareholders were not asked to vote on any matters during the quarter ended September 30, 2000.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

    The schedule below shows the names and certain information regarding all of the executive officers of TJT as of September 30, 2000. Each executive officer has a one-year term of office.

Name		Age		Position
Terrence J. Sheldon		58		President, Chief Executive Officer, Chief Operating Officer from December 1998 through December 1999, Chairman of the Board of Directors, Trustee of the Company's 401(k) Profit Sharing Plan, Chairman of the Directors Compensation Committee and Member of the Directors Executive Committee
Larry B. Prescott		52		Senior Vice President, Chief Financial Officer and Treasurer, Member of the Board of Directors, Trustee of the Company's 401(k) Profit Sharing Plan, Secretary of the Directors Executive Committee, and non-voting Secretary of the Directors Audit Committee
Robert M. Harrison		65		Senior Vice President, Chief Operating Officer, Member of the Board of Directors, Member of the Directors Audit Committee from February through November of 2000, and Member of the Directors Executive Committee
Michael J. Gilberg		31		Vice President and Controller

    Terrence J. Sheldon—Mr. Sheldon is the founder and principal stockholder of TJT and has served as President since October 1986 and Chief Executive Officer since 1994.

    Larry B. Prescott—Mr. Prescott has served as Senior Vice President, Chief Financial Officer and Treasurer since January 1999. Previously, he served as Vice President and Portfolio Manager at U.S. Bancorp in Portland. Mr. Prescott received a B.A. in Business from Boise State University.

    Robert M. Harrison—Mr. Harrison has served as Senior Vice President and Chief Operating Officer since December 1999. Previously he served as Vice President—Manufacturing for the Boise Company.

    Michael J. Gilberg—Mr. Gilberg is a CPA and has served as Vice President and Controller since January 1999 and as Assistant Controller since 1997. Previously, he served with Deloitte & Touche in Boise, Idaho.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The Company's Common Stock and Redeemable Common Stock Purchase Warrants are registered on the OTC Bulletin Board under the symbol "AXLE" and "AXLEW." The table below shows the high and low sales prices of the Common Stock and the Warrants for each of the last eight fiscal quarters:

			Quarter Ended 9/30/00		Quarter Ended 6/30/00		Quarter Ended 3/31/00		Quarter Ended 12/31/99
Common Stock:
	High		29/64		1		11/8		11/16
	Low		1/4		23/64		1/2		21/32
	Quarter-end		9/32		13/32		13/16		21/32
Warrants:
	High		.01		.01		.001		3/32
	Low		.001		.001		.001		.001
	Quarter-end		.001		.01		.001		.001

			Quarter Ended 9/30/99		Quarter Ended 6/30/99		Quarter Ended 3/31/99		Quarter Ended 12/31/98
Common Stock:
	High		11/4		13/8		15/16		13/8
	Low		1		3/4		1		1
	Quarter-end		11/64		13/32		1		11/16
Warrants:
	High		3/32		1/8		1/8		1/8
	Low		1/32		1/32		1/32		1/32
	Quarter-end		1/32		1/16		1/32		1/16

    The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

    The table below shows the approximate number of holders of record of the Company's Common Stock and Warrants at December 18, 2000:

    TJT has never paid dividends to shareholders and does not expect to pay dividends in the foreseeable future. The Company intends to use future earnings for reinvestment in its business and to repurchase TJT common stock. The Board of Directors will determine whether cash dividends will be paid in the future and payment of any dividends will be dependent on the Company's financial condition, results of operations, capital requirements and other such factors as the Board of Directors deems relevant.

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ITEM 6. SELECTED FINANCIAL DATA

Fiscal Year Ended September 30
(Dollars in thousands except per share amounts)

			2000			1999			1998			1997			1996
Operating data:
	Sales		$	26,881		$	34,642		$	34,073		$	25,441		$	12,656
	Cost of goods sold			22,502			28,446			27,946			21,004			10,349
	Selling, general and administrative expenses			5,957			6,369			5,402			3,802			1,986
	Impairment loss			847			—			—			—			—
Net income (loss)				(1,720	)		(207	)		446			477			318
Share data
	Net income (loss)			(.38	)		(.04	)		.09			.11			.10
	Weighted average shares outstanding			4,506,210			4,773,731			4,844,704			4,514,679			3,335,039
Balance sheet data:
	Cash			54			129			204			835			2,737
	Current assets			6,102			6,265			6,606			6,306			5,591
	Property, plant & equipment, net			1,320			1,862			1,944			1,318			511
	Total assets			10,117			11,338			11,054			10,140			6,998
	Current liabilities			2,921			2,311			1,929			1,470			647
	Long-term liabilities			149			189			196			199			127
	Shareholder's equity			7,047			8,838			8,929			8,471			6,224

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

T.J.T., Inc. has three business lines: axle and tire reconditioning, accessories and siding distribution, and real estate investment and development.

    Axle and tire reconditioning historically accounts for approximately 75 percent of consolidated sales. Axles and tires are purchased from manufactured homes dealers and reconditioned in five locations in the western United States. After axles and tires are reconditioned and certified, they are sold to manufactured housing factories.

    Axle and tire reconditioning is performed at the Company's locations in Emmett, Idaho; Centralia, Washington; Woodland, California; Platteville, Colorado; and Phoenix, Arizona. The Company maintains a manufacturing facility in Eugene, Oregon which manufactures metal hanger parts for attaching axles to manufactured homes and accessory parts used in the set-up of manufactured homes on-site.

    The Company sells accessories to manufactured home dealers. The major product lines are vinyl skirting, piers, and related products through the Company's distribution channels which comprise approximately 650 dealers. The Company also sells vinyl siding to the site-built construction industry out of its Emmett location.

    The Company purchases real estate for investment purposes. The real estate is held for resale. As of September 30, 2000, the book value of real estate held for resale was $649,000. Management intends to sell presently-held real estate as market conditions allow. Management believes future costs will be too high relative to income from investment properties and does not intend to aggressively pursue real estate investments in the near future.

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Performance Overview

    The Company's operations resulted in a net loss for the fiscal year ended 2000 of $1,720,000 versus a net loss of $207,000 and net income of $446,000 for the fiscal years ended 1999 and 1998, respectively.

    Loss per share in 2000 was $(.38) compared to a loss of $(.04) in 1999 and income of $.09 per share in 1998. The weighted average shares outstanding decreased 5.6 percent in fiscal year 2000 and 1.5 percent in 1999. The Company has a stock repurchase program in place that authorizes the Company to purchase up to 740,000 shares. The Company purchased 71,400 shares in fiscal year 2000 and 268,893 shares during 1999.

    Net sales were $26,881,000 in fiscal year 2000, a decrease of $7,761,000 and $7,192,000 from 1999 and 1998, respectively. The Company increased fiscal 2000 market share by approximately $550,000 in sales, offsetting the approximately $8,300,000 decline in sales due to reduced production and sales of manufactured housing based upon a 24% decline in the manufactured housing industry in the Company's market area.

    Total assets decreased to $10,117,000 at September 30, 2000 compared to $11,338,000 at September 30, 1999. Total equity was $7,047,000 at September 30, 2000, a decrease of $1,791,000. Change in equity resulted from a reduction of retained earnings of $1,720,000, and an increase of treasury stock of $71,000.

    The Company estimates that an approximate 60% market share has been maintained over the last several years although since industry totals are unknown, estimating market share includes extrapolating numerous estimates and results in a market share number subject to questionable accuracy.

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Results of Operations

    The following table summarizes the Company's revenues and expenses by major categories as a percent of sales for 2000, 1999 and 1998:

    Axle and tire sales decreased $7,414,000 during fiscal 2000, a 28.3% decrease from 1999. The acquisition of Ford Tires and Axles of Phoenix, Arizona contributed $2.6 million to sales in fiscal 1999. After adjusting out the Ford acquisition, sales decreased $2.3 million for fiscal year 1999 versus the same period in 1998. The loss incurred by the Arizona acquisition was approximately $1,100,000 and $450,000 in fiscal 2000 and 1999, respectively, due to weak axle and tire sales performance, high selling and administrative costs, and a fiscal 2000 impairment of $455,000. The Company's Colorado location has also posted weaker than expected sales of tires and axles and lost approximately $350,000, $575,000, and $375,000 in fiscal 2000, 1999, and 1998, respectively. The Company's California location has posted increased sales, but has losses of $625,000, $350,000, and $800,000 in fiscal 2000, 1999, and 1998, respectively due to high operating costs, competition, and a fiscal 2000 impairment of $392,000. The gross margin has been impacted by higher purchase costs of used tires and axles and competitive pricing pressure on factory sales followed by recycling volume which has decreased at a faster rate than the Company's reduction in operating costs.

    The impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California acquisition completed in

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fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal 1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

    The manufactured housing industry continues to experience an overabundance of new and used homes due in part to overproduction as well as a decrease in consumer demand due to a tightening of credit requirements. In the Company's market area the decrease in manufactured housing production from fiscal 1999 to 2000 was approximately 24%. The Company expects this downward trend to continue, at least in the short term, and expects sales for fiscal 2001 to be approximately at the fiscal 2000 level. The Company continues to take steps to decrease costs in an attempt to match our customers decrease in production. Should this downward trend continue, the Company will have to continue to take steps to decrease costs such as shutting down locations, or parts of locations, reducing personnel, and reducing inventory. These steps have the general desired effect of reducing costs but also make servicing present customers more difficult.

    Sales of accessories decreased $864,000 during fiscal 2000, a 10.2% decrease from 1999. The gross margin decreased 2.8 percent in fiscal year 2000 over fiscal year 1999. The operating loss increased to $815,000 in fiscal 2000 after losses of $192,000 in 1999 and $56,000 in 1998 as a result of increased cost of goods and competitive pricing pressure followed by sales volume which has decreased at a faster rate than the Company's reduction in operating costs.

    Investment real property operating income was $92,000. Upon receiving additional cash deposits relating to underlying notes from the sale of investment property, the Company will be able to record deferred gains of approximately $120,000.

    The Company intends to exit the investment property segment. Although no formal plan has been approved or even developed, a general consensus exists among management as well as the Board of Directors that further investments in investment property are not warranted as they are not sufficiently related to our core manufactured housing related business.

    Investment property is being attempted to be sold through listings with real estate agents, through an employee whose job is to facilitate such sales, and possibly through an auction for certain pieces which remain unsold. No timeline exists for when investment property will finally be disposed of.

    Overall gross profit was $4,379,000 for the year which contributed to a gross margin of 16.3 percent which is a decrease of 1.6 percent from 1999.

    Total selling and administrative expense decreased $412,000 or 6.5 percent from last year. System upgrades were also completed during fiscal 2000 which have increased the timeliness and availability of information available to Company Management.

Seasonality

    The manufactured housing industry and the site-built construction industry are seasonal within the majority of the Company's market area. Typically, sales for the months from November through March are lower than for other months due to weather and ground conditions. Assuming normal weather conditions, the Company expects the quarters ended September 30 and June 30 to be higher volume

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quarters and the quarter ended March 31 to be the lowest volume quarter. The following table summarizes operating results by quarter and demonstrates the seasonal nature of TJT's operations:

			December 31			March 31			June 30			September 30
			(Unaudited, dollars in thousands)
Fiscal year ended 2000
	Net sales		$	6,455		$	5,822		$	7,473		$	7,131
	Gross profit			1,150			853			1,230			1,146
	Operating income (loss)			(465	)		(699	)		(166	)		(1,095	)
	Net income (loss)			(311	)		(457	)		(132	)		(820	)
Fiscal year ended 1999
	Net sales		$	8,299		$	8,636		$	9,358		$	8,349
	Gross profit			1,455			1,450			1,762			1,529
	Operating income			94			(162	)		119			(224	)
	Net income			49			(121	)		58			(193	)

Liquidity and Capital Resources

    Historically, the Company's principal sources of liquidity have been cash flow from operations and borrowings under a revolving line of credit with a bank. As of September 30, 2000, the Company's available credit under the bank line was $1,390,000. The credit line bears interest at the Federal Funds rate plus 3.25 percent. The line matures on June 30, 2001 and the Company expects to renew the line at that time. During fiscal 2000, the Company was not in compliance with restrictive covenants under the operating line agreement and has obtained waivers for the noncompliance.

    At September 30, 2000, $1,610,000 was outstanding under the line of credit. Although a waiver was obtained from the lender, the Company was not in compliance with a cash flow coverage covenant. A minimum tangible equity of $6,000,000 is required by another covenant which the Company was in compliance with at September 30, 2000. It is likely that waivers will be required for both the cash flow coverage as well as the minimum tangible equity covenants as long as the Company has net losses.

    While waivers for noncompliance have so far been obtained by the Company, there is no assurance that waivers will be obtained in the future, if needed. Should the Company be unable to obtain a waiver or be unable to obtain a waiver at an acceptable cost, the Company may be required to pay down the operating line or convert the operating line to an asset based loan. Asset based loans typically have a 2-5% higher interest rate than lines of credit.

    The Company expects that cash flow from operations combined with the line of credit will be a sufficient source of liquidity in order to fund operations. Although the manufactured housing industry has been deteriorating over the past year management expects that, even with decreased sales and margins, inventory could be sold and not replaced, or replaced at lower cost resulting in sufficient liquidity even within the deteriorating industry.

    In order to reduce cash outflow, as well as improve performance, the unit purchase cost of axles and tires was reduced subsequent to year end. The reduction in unit purchase cost was generally accepted within the industry as a nationwide surplus of axles and tires exists due to the decreased production and resulting fewer homes requiring axles and tires. While cash outflow decreased at the same time that purchase costs were reduced, about three months of inventory must be sold before the decreased purchase costs are reflected in operations.

Other Events

    The Board of Directors authorized a stock repurchase plan of 500,000 shares in May 1999. This plan was in addition to 240,000 additional shares authorized in November 1998. The shares authorized for repurchase account for approximately 15 percent of the Company's outstanding stock.

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    During fiscal 1999 $99,875 of the $260,000 loss before income taxes was attributable to the writeoff of a securities subscription agreement with a group of investors. Two out of six investors failed to pay their portion of the $470,000 subscription to which they had contractually agreed. The Company has exhausted all methods of collecting the amounts due under the subscription agreement short of litigation. Because the Company has not been able to identify assets owned by either of the individuals from which a judgment could be paid, the Company has been reluctant to incur the substantial costs necessary to bring the litigation to obtain such a judgment. The two individuals are not employees of the Company and are also not known to be shareholders.

Company Strategy

    The Company focus will be the return to profitability. The Company has completed its acquisitions and expansions and now has operating locations in six states. The Salem, Oregon recycling operations were condensed into the Centralia, Washington facility during August, 2000. The Company plans to continue to increase its market share of axles and tires in Colorado and Arizona. Management was replaced in California in July 2000; Colorado in June 2000; and Arizona in May 2000.

    Improvement of gross margins should result from implementation of a plan to fully utilize Company-wide resources by increasing controls of prices paid for used axles and tires, improving inventory controls and cash management.

    Personnel costs are expected to decrease as a result of a continued reduction of the managerial staff and reorganization of reporting lines.

Recently Issued Accounting Standards

    In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The statement requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Under current operations, adoption of SFAS No. 133 is not expected to have a material impact on the Company's results of operations or financial position. SFAS No. 133 is effective for the Company's fiscal year ending September 30, 2001.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

T.J.T., INC.—FORM 10-K
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

		Page
Balance Sheets		13
Statement of Operations		14
Statements of Cash Flows		15
Changes in Equity		16
Notes to Financial Statements		17
Independent Auditors' Report		27

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T.J.T., INC.

BALANCE SHEETS

(Dollars in thousands)

At September 30,					2000			1999
Current assets:
	Cash and cash equivalents				$	54		$	129
	Accounts receivable and notes receivable (net of allowance for doubtful accounts of $8 and $35)					1,893			1,925
	Income taxes receivable					296			100
	Inventories					3,816			4,021
	Prepaid expenses and other current assets					43			90
		Total current assets				6,102			6,265
Property, plant and equipment, net of accumulated depreciation						1,320			1,862
Notes receivable						330			326
Notes receivable from related parties						237			246
Real estate held for investment						649			600
Deferred charges and other assets						192			268
Deferred tax asset						420			—
Goodwill						867			1,771
	Total assets				$	10,117		$	11,338
Current liabilities:
	Line of credit				$	1,787		$	1,159
	Accounts payable					699			657
	Accrued liabilities					435			495
		Total current liabilities				2,921			2,311
Deferred income and other noncurrent obligations						149			160
Deferred income taxes						—			29
	Total liabilities					3,070			2,500
Shareholders' equity:
	Common stock, $.001 par value; 10,000,000 shares authorized; 4,854,739 shares issued and outstanding					5			5
	Common stock warrants					113			113
	Capital surplus					6,068			6,068
	Retained earnings					1,254			2,974
	Treasury stock (351,200 and 279,800 shares at cost)					(393	)		(322	)
		Total shareholders' equity				7,047			8,838
			Total liabilities and shareholders' equity		$	10,117		$	11,338

See accompanying notes to financial statements.

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T.J.T., INC.

STATEMENTS OF OPERATION

(Dollars in thousands, except per share amounts)

For the year ended September 30,				2000			1999			1998
Sales (net of returns and allowances):
	Axles and tires			$	18,752		$	26,166		$	25,816
	Accessories and siding				7,577			8,441			8,257
	Investment property income				552			35			—
		Total sales			26,881			34,642			34,073
Cost of goods sold
	Axles and tires				16,507			22,431			21,943
	Accessories and siding				5,613			6,015			6,003
	Investment property income				382			—			—
		Cost of goods sold			22,502			28,446			27,946
	Gross profit				4,379			6,196			6,127
Selling, general and administrative expenses					5,957			6,369			5,402
Impairment loss					847			—			—
	Operating income (loss)				(2,425	)		(173	)		725
Interest income					72			81			76
Interest expense					(156	)		(67	)		(14	)
Income on investment property (non-operating)					—			—			23
Other income (expense)					30			(101	)		—
	Income (loss) before taxes				(2,479	)		(260	)		810
	Income taxes (benefit)				(759	)		(53	)		364
	Net income (loss)			$	(1,720	)	$	(207	)	$	446
Net income (loss) per common share				$	(0.38	)	$	(0.04	)	$	.09
Weighted average shares outstanding					4,506,210			4,773,731			4,844,704

See accompanying notes to financial statements.

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T.J.T., INC.

STATEMENTS OF CASH FLOWS

(Dollars in thousands)

For the year ended September 30,					2000			1999			1998
Cash flows from operating activities:
	Net income (loss)				$	(1,720	)	$	(207	)	$	446
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				794			792			591
		Impairment Loss				847			—			—
		(Gain) loss on sale of assets				(30	)		2			28
		Change in receivables				34			271			(305	)
		Change in inventory				205			(95	)		(236	)
		Change in prepaid expenses and other current assets				47			(146	)		(264	)
		Change in accounts payable				42			(646	)		501
		Change in taxes				(645	)		(8	)		(136	)
		Change in other assets and liabilities				(104	)		(78	)		53
			Net cash provided/used by operating activities			(530	)		(115	)		678
Cash flows from investing activities:
	Additions to property, plant and equipment					(94	)		(364	)		(897	)
	Issuance of notes receivable					(10	)		(3	)		(46	)
	Payments on notes receivable					44			33			121
	Proceeds from sale of assets					36			—			—
	Land purchased for investment					(439	)		(308	)		(119	)
	Sale of land purchased for investment					361			56			—
	Net cash paid for Ford acquisition					—			(251	)		—
	Net cash paid for Hanger acquisition					—			—			(320	)
	Direct acquisition costs					—			(4	)		(10	)
		Net cash used by investing activities				(102	)		(841	)		(1,271	)
Cash flows from financing activities:
	Treasury stock transactions					(71	)		(278	)		(5	)
	Proceeds from stock subscriptions receivable					—			—			17
	Proceeds from debt					1,243			1,505			—
	Payments on debt					(615	)		(346	)		(50	)
		Net cash provided/used by financing activities				557			881			(38	)
Net decrease in cash and cash equivalents						(75	)		(75	)		(631	)
Cash and cash equivalents at October 1						129			204			835
Cash and cash equivalents at September 30					$	54		$	129		$	204
Supplemental information:
	Interest paid				$	156		$	67		$	14
	Income taxes payments, net of refunds					(114	)		81			500
Noncash transactions:
	Sale of land by issuance of note receivable				$	31		$	98		$	—
	Impairment loss					847			—			—
	Acquisition of property, plant and equipment by capital lease					—			22			40
	Reaquisition of investment property by cancellation of note receivable					—			38			—
	Sale of Bend, Oregon location by note receivable					—			195			—
	Offset of subscription receivable against accrued payable					—			294			—
	Write off of subscription receivable					—			100			—

See accompanying notes to financial statements.

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T.J.T., INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands)

		Common Stock			Common Stock Warrants			Capital Surplus			Retained Earnings			Treasury Stock			Stock Subscriptions Receivable
Balance at October 1, 1997			5			113			6,068			2,735			(39	)		(411	)
Payments on stock subscriptions receivable																		17
Treasury stock transactions			—			—			—			—			(5	)		—
Net income			—			—			—			446			—			—
Balance at September 30, 1998			5			113			6,068			3,181			(44	)		(394	)
Changes in stock subscriptions receivable			—			—			—			—			—			394
Treasury stock transactions			—			—			—			—			(278	)		—
Net loss			—			—			—			(207	)		—			—
Balance at September 30, 1999		$	5		$	113		$	6,068		$	2,974		$	(322	)	$	—
Treasury stock transactions			—			—			—			—			(71	)		—
Net loss			—			—			—			(1,720	)		—			—
Balance at September 30, 2000		$	5		$	113		$	6,068		$	1,254		$	(393	)	$	—

See accompanying notes to financial statements.

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T.J.T., INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2000, 1999 and 1998

NOTE A—SIGNIFICANT ACCOUNTING POLICIES

Business Activity

    The Company is engaged in the business of repairing and reconditioning axles and tires for the manufactured housing industry. The Company also sells skirting and other aftermarket accessories to manufactured housing dealers, and vinyl and steel siding primarily to the site-built housing market. The Company grants trade credit to customers in Idaho, Oregon, California, Utah, Washington, Montana, Colorado, Wyoming, Arizona, Texas and Nevada, substantially all of whom are manufactured housing factories, manufactured housing dealers, site-built home contractors or siding contractors.

Major Suppliers and Customers

    The Company had no single supplier of axles and tires or accessories that represented 10 percent or more of total purchases. The Company has certain major customers for reconditioned axles and tires, all of which are manufactured housing producers. Three companies have purchases representing 10 percent or more of sales:

Cash and Cash Equivalents

    The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable and Bad Debts

    The Company performs credit history checks and limited financial analysis before credit terms are offered to customers. Accounts receivable are generally unsecured. Bad debts are accounted for using the allowance method. Expense is recognized based on an estimate of uncollectible accounts.

Property, Plant and Equipment

    Property, plant and equipment is stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives for financial reporting purposes.

Notes Receivable

    Notes receivable consist primarily of amounts owed by individuals related to the sale of real estate and are generally secured by the real estate sold.

Deferred Charges and Other Assets

    Deferred charges and other assets consist primarily of prepaid consulting fees and direct out-of-pocket or incremental legal and accounting fees capitalized as merger costs incurred in

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connection with the Bradley Enterprises, Inc., Leg-it Tire Co., Inc. and Ford's Tires and Axles acquisitions. The prepaid merger costs are being amortized over five years on the straight-line method.

Goodwill

    Goodwill consists of the excess of purchase price paid over net assets acquired. Goodwill is amortized over 15 years on the straight-line method and is presented net of amortization. The carrying amount of unamortized goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During Fiscal 2000 unamortized goodwill in the amount of $767,000 was written off.

    The impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal 1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

Deferred Credits

    Deferred credits consist of gains on the sale of land held for investment where the Company provided virtually 100 percent financing to the buyer. The Company recognizes interest income and then a reduction of the principal balance to the extent of payments received on the related notes receivable until it has received 25 percent or more of the original principal balance, at which point the remaining deferred gain is recognized.

Securities Subscription Agreement

    On January 31, 1995, the Company entered into a securities subscription agreement with a group of investors whereby the Company issued 400,000 shares of common stock in exchange for an unsecured promissory note of $470,000 due September 30, 2000 and bearing interest at eight percent. During 1998 two of the investors paid a total of $17,625. During 1999 $293,750 of the note was offset against a payable due an investor and the remaining $99,875 was written off and included in other expenses due to the uncertainty of collection.

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    The Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due Mr. Rubin.

Income Taxes

    Income taxes are accounted for using the asset and liability method under which deferred income taxes are determined based on differences between the financial reporting and tax basis of assets and liabilities. Deferred income taxes are measured by applying enacted tax rates and laws to taxable years in which such differences are expected to reverse.

Earnings Per Share

    Earnings per share is computed by dividing net income applicable to common shareholders by the weighted average number of shares outstanding.

    All warrants and options are antidilutive for each year presented. For fiscal 2000, 4,500,644 warrants and 340,000 stock options were excluded from the computation of diluted earnings per share as they were antidilutive. The warrants and stock options could potentially be dilutive to earnings per share in the future.

Revenue Recognition

    The Company recognizes revenue at the time delivery is made to the customer, or when used by the customer in the case of consigned inventory. No agreements exist requiring any performance by the Company subsequent to the sale.

Concentration of Credit Risk

    All trade receivables are due from entities involved in the housing industry and are unsecured. The accounting loss incurred if all parties failed entirely to perform on their obligation is equal to the balance outstanding for trade accounts receivable.

    Notes receivable related to sales of real estate held for investment are secured by real estate located near Emmett, Idaho. Notes receivable related to the sale of the retail distribution location in Bend, Oregon is secured by inventory and receivables and represents approximately $177,000 of the note receivable balance at September 30, 2000. The accounting loss incurred if all parties failed entirely to perform on their obligation is equal to the balance outstanding on the notes receivable less amounts realizable from the foreclosure and resale of the assets securing the notes receivable.

Fair Value of Financial Instruments

    The Company has a number of nonderivative financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of the financial instruments at September 30, 2000 approximates the aggregate carrying values recorded on the balance sheet. The estimated fair values have been determined by the Company using available market information and appropriate valuation methodologies. Judgment is required in interpreting market data to develop the estimates of fair value and the estimates are not necessarily indicative of amounts the Company could realize in a current market exchange.

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Significant Estimates

    Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include those assumed in determining the collectibility of receivables, and determining the lower of cost or market and obsolescence on inventories. It is reasonably possible that the significant estimates may change within the next year.

Recently Issued Accounting Standards

    In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133" which delays the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities" which amends some of the provisions of FASB 133. The Company plans to adopt the provisions of SFAS 133 and SFAS 138 in the first quarter of 2001. The Company is in the process of determining what the effect of SFAS 133 and SFAS 138 will be on earnings and financial position.

Reclassifications

    Certain amounts have been reclassified to conform with the 2000 presentation.

NOTE B—INVENTORIES

    Inventories are stated at the lower of cost (first-in, first-out and average cost methods) or market.

NOTE C—PROPERTY, PLANT AND EQUIPMENT

    Depreciation expense was $566,000, $538,000 and $402,000 for 2000, 1999 and 1998, respectively.

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NOTE D—LEASES

    The Company leases vehicles, administrative office space, manufacturing facilities, building and warehouse space, and storage yard space. The leases, which expire between June 2001 and December 2003, are classified as operating leases. The leases have been entered into with related parties and unaffiliated entities. There are no significant renewal or purchase options or escalation clauses.

    The future minimum payments by fiscal year under noncancellable operating lease agreements at September 30, 2000 were:

    Rental expense and rent paid to related parties were:

			2000			1999			1998
			(Dollars in thousands)
Rental expense			$	328		$	322		$	394
Rent paid to related parties:
	MBFI, Inc.			110			98			103
	Ulysses Mori			56			56			56
	T.J.T. Enterprises			32			33			34
	Sheldon-Homedale Family, L.P.			23			18			—

    MBFI, Inc. is a corporation owned by the Bradley family. Patricia I. Bradley, a Director of the Company until her resignation in September, 2000, owns approximately 95 percent of MBFI, Inc. Mr. Mori is a Director of the Company. T.J.T. Enterprises is a partnership consisting of Terrence Sheldon, President and Chief Executive Officer of the Company, and Jerry L. Radandt, a former officer of the Company. Mr. Sheldon and Mr. Radandt are equal partners in T.J.T. Enterprises. Sheldon-Homedale Family, L.P. (Homedale) is a partnership owned by the Sheldon family. Terrence Sheldon owns five percent and is a general partner of Homedale.

NOTE E—CREDIT FACILITY

    The Company has a revolving credit facility secured by receivables and inventory with a financial institution maturing in June 2001. The maximum amount available under the line of credit is $3,000,000. The interest rate on the credit line is the Federal Funds rate plus 3.25 percent. The Company has not met the various restrictive covenants attached to the revolving credit line and has obtained waivers for the noncompliance through September 30, 2000.

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NOTE F—SHAREHOLDERS' EQUITY

    Authorized stock of the Company consists of 10,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock. No shares of preferred stock have been issued. The Company has issued 4,500,644 warrants to purchase the Company's common stock. Each warrant entitles the holder to purchase one share of common stock at $4.00 per share. The warrants are exercisable beginning December 21, 1996 and expire December 21, 2000. The warrants are redeemable by the Company with 30 days written notice at the rate of $.10 per warrant after December 21, 1996 and only if the average stock closing bid price equals or exceeds $7.50 per share for 10 consecutive trading days.

NOTE G—STOCK OPTIONS

    The Company has two stock option plans which allow key employees and directors of the Company to receive incentive and non-qualified stock options. Both plans provide for the options to be granted at market price and to expire ten years from the grant date. The plans allow up to 400,000 incentive, or nonqualified options to be issued to key employees and up to 200,000 nonqualified options to be issued to directors.

			2000			1999			1998
Number of option shares
	Beginning of year			78,000			125,000			115,000
	Granted			275,000			68,000			10,000
	Became exercisable			15,000			15,600			5,000
	Expired			(13,000	)		(115,000	)		—
	Outstanding at end of year			340,000			78,000			125,000
	Exercisable at end of year			29,000			17,600			105,000
Weighted-average exercise prices
	Beginning of year		$	1.15		$	4.07		$	4.24
	Granted at fair value			.75			1.03			2.00
	Expired			1.02			4.24			—
	Outstanding at end of year			.84			1.15			4.07
	Exercisable at end of year			1.23			1.25			4.21
Range of exercise prices at September 30, 2000						$	.75-2.00
Remaining weighted-average contractual life of options outstanding at September 30, 2000							9.16 years

    The Company has elected not to adopt the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123). Assumptions used to calculate the income statement impact of stock options granted as if the Company had adopted FAS 123 were as follows:

			2000		1999		1998
Weighted average:
	Risk-free interest rate		5.64	%	4.77-5.41	%	5.83	%
	Expected life		10 Years		10 years		10 Years
	Expected volatility		74.05	%	40.94	%	56.86	%
	Expected dividends		None		None		None

    Using these assumptions, expenses related to the granting of stock options as calculated under FAS 123 were not material to the Company's results of operations.

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NOTE H—INCOME TAXES

    The Company accounts for income taxes as prescribed by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires deferred income taxes to be accounted for using the liability method and allows recognition of operating loss and tax credit carryforwards as deferred tax assets.

    The components of income tax expense for the years ended September 30 are as follows:

				2000			1999			1998
				(Dollars in thousands)
Current:
	Federal			$	(308	)	$	(16	)	$	318
	State				(2	)		(6	)		53
Deferred:
	Federal				(319	)		(26	)		(6	)
	State				(130	)		(5	)		(1	)
		Total		$	(759	)	$	(53	)	$	364

    Deferred taxes for the years ended September 30 are as follows:

Book to tax depreciation differences			$	58		$	81		$	107
Book to tax goodwill amortization differences				(190	)		—			—
Vacation liability				(36	)		(37	)		(25	)
Installment sales of land				(21	)		(15	)		(22	)
Net operating loss adjustment				(231	)		—			—
	Total		$	(420	)	$	29		$	60

    The provision for income taxes varied from amounts computed at the federal statutory rate for the years ended September 30 as follows:

Provision at statutory rate			$	(848	)	$	(88	)	$	276
Amortization of goodwill				33			33			33
State income taxes				(87	)		(8	)		34
Other non-deductible expense				19			24			21
Impairment loss				126			—			—
Other				(2	)		(14	)		—
	Total		$	(759	)	$	(53	)	$	364

    The net operating loss carry forward at September 30, 2000 for federal tax purposes of approximately $550,000 and state tax purposes of approximately $1,060,000 begins to expire in the year 2020 and 2014, respectively.

NOTE I—COMMITMENTS

    The Company has entered into employment agreements with the two Senior Vice Presidents providing for minimum annual base salaries of $150,000 each, one of which was reduced to $104,355 in 1999 as a condition of the contract. The contracts extend through June 24, 2001 and May 31, 2002, respectively.

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NOTE J—RELATED PARTY TRANSACTIONS

    The Company has extended loans to various related parties. The notes are secured by common stock of the Company or other property. The notes mature through 2009 and have interest rates ranging from 11.50 percent to 16.77 percent. The totals of the notes and accrued interest receivable from the related parties were $237,012 and $245,841 at September 30, 2000 and 1999, respectively. Long-term portions of these notes are included in notes receivable and current portions of these notes are included as current assets in notes receivable.

    The Company sold a retail distribution location in Bend, Oregon on January 11, 1999 to Dianna L. Gordon, niece of Patricia Bradley a former director and executive officer of the Company, and Richard P. Presley dba Northwest Manufactured Housing Supply for a note bearing interest at Prime plus 2 percent. The sale included fixed assets and inventory of $194,795 with the note being secured by inventory and receivables. For fiscal year 1999, the Bend location had sales of $206,000 and an operating loss of $7,000.

    The Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due Mr. Rubin.

    In October 1996, the Company made a personal loan to Jerry L. Radandt for $46,594.38. The interest rate on this loan is 12.22%. As of September 30, 2000, the loan had a principal outstanding balance of approximately $60,000. Terrence Sheldon, President and Chief Executive Officer of the Company, and Jerry L. Radandt are equal partners in T.J.T. Enterprises.

    The Company has purchased used axles and tires and freight services from J.R. Strunk, brother of Douglas Strunk, a Director of the Company. J.R. Strunk was paid $31,468, $319,845, and $910,436 for materials and services in 2000, 1999 and 1998, respectively.

    The Company purchased property held for investment from Vance Strunk, brother of Douglas Strunk a director of the Company, for $118,987 during 1998.

    The Company purchases piers and other materials used to set-up manufactured homes from SAC Industries, Inc. (SAC). SAC was owned by four individuals with each individual owning 25 percent. Ulysses B. Mori, a Director of the Company, was one of the individuals. During fiscal 1999 Mr. Mori transferred his interest in SAC to Mrs. Bradley, a director of the company until her resignation in September 2000. At September 30, 2000 Mrs. Bradley owns a controlling interest in SAC. The Company purchased $915,640, $781,305, and $565,452 of materials from SAC in 2000, 1999 and 1998, respectively.

NOTE K—EMPLOYEE BENEFITS

    The Company has a 401(k) plan through which the employer matches 50 percent of employees' contributions up to 6 percent of wages. Employees are eligible for participation in the 401(k) plan after completing one year of service. Employer contributions to the plan were $51,631, $72,647, and $63,278 in 2000, 1999 and 1998, respectively.

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NOTE L—ACQUISITIONS

    On June 1, 1998, the Company acquired specified assets and assumed specified liabilities of Kenneth Lee d/b/a Ken's Mobile Tire and Hanger Enterprises ("herein Hanger") located in Eugene, Oregon. The Company hired the former owner of Hanger to manage the operations. The primary operation is manufacturing hanger parts used by manufactured housing producers to attach axles and tires to the homes. The Company paid the former owner $320,000 and assumed $58,000 of debt to complete the transaction.

    On January 1, 1999 the Company purchased Terry Ford d/b/a Ford's Tires and Axles ("herein Ford"), located in Phoenix, Arizona for $275,000. The Company acquired cash of $24,000, accounts receivable of $84,000, inventory of $317,000, and equipment of $102,000. The Company assumed liabilities of $710,000. Based on the purchase price of $275,000, goodwill of $458,000 was recorded. The goodwill was written off in fiscal year 2000.

    The impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal 1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

NOTE M—BUSINESS SEGMENTS

    The Company has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards for the way that public business enterprises report information about operating segments in interim and annual financial statements. The Company adopted SFAS 131 in the fourth quarter of fiscal 1999. The adoption did not have any effect on the Company's financial statements, since required changes were limited to the form and content of the disclosures required.

    The Company operates in three business segments: Axles and Tire Reconditioning, Housing Accessories, and Investment Real Property. These segments have been determined by evaluating the Company's internal reporting structure and nature of products offered.

    Axles and Tire Reconditioning: The Company provides reconditioned axles and tires to manufactured housing factories.

    Housing Accessories: The Company provides skirting, siding, and other aftermarket accessories to manufactured housing dealers and contractors.

    Investment Real Property: The Company invests in and, on a limited basis, develops real estate for sale. Prior to fiscal 1999, investment real property was a passive non-operating segment with no

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employees and little activity rather than an operating segment. The Company intends to exit the real estate segment and no further purchases of real estate are planned.

		Axle & Tire Reconditioning			Housing Accessories			Investment Real Property			Total
		(Dollars in thousands)
2000
Operating revenue		$	18,752		$	7,577		$	552		$	26,881
Operating income (loss)			(1,702	)		(815	)		92			(2,425	)
Depreciation & Amortization			605			180			9			794
1999
Operating revenue		$	26,166		$	8,441			35		$	34,642
Operating income (loss)			56			(192	)		(37	)		(173	)
Depreciation & Amortization			625			163			4			792
1998
Operating revenue		$	25,816		$	8,257			—		$	34,073
Operating income (loss)			781			(56	)		—			725
Depreciation & Amortization			492			99			—			591

    The Company does not assign interest income, interest expense, other expenses or income taxes to operating segments. Identifiable assets and related capital expenditures are assigned to operating locations rather than operating segments, with depreciation allocated to the segments based upon usage.

NOTE N—IMPAIRMENT LOSS

    At September 30, 2000 the Company evaluated whether an impairment of any assets existed due to the deterioration in the manufactured housing industry and continued operating losses. The evaluation determined that an impairment does exist with respect to the Phoenix, Arizona and Woodland, California recycling facilities. The recognition of this impairment was in accordance with the provisions of SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of, and resulted in assets being written down to their estimated discounted cash flow.

    The non-cash impairment loss of $847,000, included in the axle and tire reconditioning segment reduced the carrying values of goodwill by $767,000, property, plant, and equipment by $64,000, and other assets by $16,000. As a result of the impairment loss, the depreciation and amortization expense related to these assets will decrease in future periods.

    The impairment loss of $847,000 consisted of $360,000 of goodwill, $11,000 of merger costs, and $21,000 of property, plant, and equipment related to the Woodland, California acquisition completed in fiscal 1997 and $407,000 of goodwill, $4,000 of merger costs, and $44,000 of property, plant, and equipment related to the Phoenix, Arizona acquisition completed in fiscal 1999. All goodwill attributable to the California and Arizona acquisitions has been impaired. The California and Arizona locations experienced increases in sales subsequent to acquisition with further increases in sales and operational performances expected by management until the rapid deterioration in the manufactured housing industry during fiscal 2000. Due to the deterioration in the industry the Company no longer expects to fully recover the book value assigned to the California and Arizona acquisitions as projected increases in sales and operational performance are sufficient to produce positive cash flow, but insufficient to also cover the amortization of goodwill, merger costs, and certain items of property, plant, and equipment.

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INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
T.J.T., Inc.
Emmett, Idaho

    We have audited the accompanying balance sheets of T.J.T., Inc., as of September 30, 2000 and 1999, and the related statements of income, cash flows, and changes in shareholders' equity for the years ended September 30, 2000, 1999 and 1998. 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. 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 financial position of T.J.T., Inc., as of September 30, 2000 and 1999, and the results of its operations and its cash flows for the years ended September 30, 2000, 1999 and 1998 in conformity with generally accepted accounting principles.

/s/ Balukoff, Lindstrom & Co., P.A.

Boise, Idaho
November 17, 2000

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Directors of the Company and executive officers are included in the Company's definitive proxy statement under Proposal 1 which is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors, and persons owning more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Executive officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of such forms and written representations from certain reporting persons that they have complied with the relevant filing requirements, the Company believes that all filing requirements applicable to its executive officers, directors, and greater than 10% stockholders were complied with as of September 30, 2000, with the exception of five Form 5 annual statements of beneficial ownership covering one transaction each for Arthur J. Berry, Robert M. Harrison, Scott M. Hayes, Larry Prescott, and Joe Light which were filed two days late.

ITEM 11. EXECUTIVE COMPENSATION

    Compensation of Directors is included in the Company's definitive proxy statement under Director Compensation which is incorporated herein by reference.

    All cash compensation paid by TJT, as well as certain other compensation paid or accrued, during the last three fiscal years to the persons serving as Chief Executive Officer and other Executives earning over $100,000 is shown below.

Summary Compensation Table

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Annual Compensation(1)										Long Term Compensation
Name and Principal Position		Year		Salary			Other Annual Compensation(2)			Stock Options Granted
Terrence J. Sheldon President, Chief Executive Officer, and Director		2000 1999 1998		$ $ $	131,538 172,019 225,000		$ $ $	15,435 16,088 47,036		— — —
Patricia I. Bradley Executive Vice President, and Director		2000 1999 1998		$ $ $	30,223 169,553 209,477		$ $	— 3,452 2,900		— — —
Ulysses B. Mori(3)(4) Manager of New Business Development and Director		2000 1999 1998		$ $ $	104,355 142,708 162,162		$ $	— 3,115 2,596		— — —
Rickie K. Treadwell(4)(5) Arizona General Manager and Director		2000 1999 1998		$ $ $	150,000 150,000 46,154		$ $	4,500 1,212 —		— — —

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(1)

Excludes personal benefits and other forms of non-cash compensation that did not in the aggregate exceed 10 percent of the aggregate amount of cash compensation shown for the subject individuals.

(2)

Includes participating contributions to the Company 401(k) Plan.

(3)

Mr. Mori is currently under contract until June 24, 2001. The contract provides for minimum annual base salary of $150,000 which was reduced to $104,355 in 1999 as a condition of the contract.

(4)

Mr. Mori and Mr. Treadwell are no longer executive officers of the Company.

(5)

Mr. Treadwell is currently under contract until May 31, 2002. The contract provides for minimum annual base salary of $150,000.

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Involvement in Certain Legal Proceedings.

On October 25, 2000, Brian Kelly Bradley pled guilty in the Superior Court of the State of Washington for Lewis County to four separate offenses, including one felony. Because Mr. Bradley was a first time offender, the court suspended all but one day of his sentence(s). Mr. Bradley's term as a director of the Company expires February 20, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Item 12 is included in the Company's definitive proxy statement under the caption "Security Ownership of Certain Beneficial Owners and Management" which is incorporated herein by reference.

    For purposes of calculating the aggregate market value of the voting stock held by non-affiliates as set forth on the cover page of this Form 10-K, the Company has assumed that affiliates are those persons identified in the portion of the definitive proxy statement identified above. Securities Subscription Agreement

    The Company sold 400,000 shares of its common stock to a private investor group in exchange for a note receivable of $470,000 in January 1995. Three members of the group qualify as related parties. Robert M. Rubin holds greater than five percent of the outstanding stock, Stephen A. Weiss was a director of the Company until he resigned on June 15, 1997, and Arthur J. Berry is a director of the Company. Mr. Berry paid $58,750, plus interest, representing his portion of the note on March 20, 1997. Mr. Weiss' $70,500 portion of the note receivable was written off during 1999 due to the uncertainty of collection. Mr. Rubin's $293,750 portion of the note receivable was offset in fiscal 1999 against a payable due Mr. Rubin.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Item 13 is included in Note J and D to the financial statements.

ITEM 14. EXHIBITS, STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements, Schedules and Exhibits

1.  Financial statements and report of Balukoff, Lindstrom & Co., P.A.

Independent Auditors' Report
Balance Sheets—September 30, 2000 and 1999
Statements of Income—September 30, 2000, 1999 and 1998
Statements of Cash Flows—September 30, 2000, 1999 and 1998
Statements of Changes in Shareholders' Equity—October 1, 1997,
September 30, 1998, 1999 and 2000

2.  Financial statement schedules

Other schedules are omitted because they are not required or because the information is included in the financial statements of notes thereto

3.  Exhibits

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30

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*

Filed herewith

(b)

Reports on Form 8-K.  No reports on Form 8-K were filed during the last quarter of the fiscal year ended September 30, 2000.

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SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		T.J.T., INC. Registrant
Date: March 27, 2001		By: /s/ TERRENCE J. SHELDON    Terrence J. Sheldon, President and Chief Executive Officer
Date: March 27, 2001		By: /s/ LARRY B. PRESCOTT    Larry B. Prescott, Senior Vice President, Treasurer and Chief Financial Officer
Date: March 27, 2001		By: /s/ MICHAEL J. GILBERG    Michael J. Gilberg, Vice President and Controller

    In accordance with the Exchange Act, 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: March 27, 2001		By: /s/ TERRENCE J. SHELDON    Terrence J. Sheldon, President, Chief Executive Officer, and Chairman of the Board of Directors
Date: March 27, 2001		By: /s/ ULYSSES B. MORI    Ulysses B. Mori, Senior Vice President and Corporate Sales Manager and Director
Date: March 27, 2001		By: /s/ RICKIE K. TREADWELL    Rickie K. Treadwell, Senior Vice President, General Manager of the Company's Phoenix Arizona facility and Director
Date: March 27, 2001		By: /s/ LARRY B. PRESCOTT    Larry B. Prescott, Senior Vice President, Treasurer, Chief Financial Officer and Director
Date: March 27, 2001		By: /s/ DARREN M. BRADLEY    Darren M. Bradley, General Manager of the Centralia, Washington and Salem, Oregon facilities and Director
Date: March 27, 2001		By: /s/ ARTHUR J. BERRY    Arthur J. Berry, Director
Date: March 27, 2001		By: /s/ JOE LIGHT    Joe Light, Director

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INVESTOR INFORMATION

Corporate Headquarters

T.J.T., Inc.
843 North Washington
P.O. Box 278
Emmett, Idaho 83617

Stock Exchange Listing

T.J.T., Inc.'s common stock is traded on the OTC Bulletin Board under the symbol AXLE.

Public Information

Financial analysts, stockbrokers, interested investors and others can obtain additional information by contacting:

Larry B. Prescott
Chief Financial Officer
(208) 365-5321

Transfer Agent

Corporate Stock Transfer
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
(303) 282-4800

Annual Meeting

The annual shareholders meeting of T.J.T., Inc. will be held:
Tuesday, February 20, 2001
10:00 a.m., Mountain Standard Time
Statehouse Inn
Boise, Idaho

Proxy material will be mailed to shareholders of record prior to the meeting.

Independent Public Accountants

Balukoff Lindstrom & Co., P.A.
Boise, Idaho

Legal Counsel

Moffatt, Thomas, Barrett, Rock & Fields, Chtd.
Boise, Idaho

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QuickLinks

PART I
PART II
Fiscal Year Ended September 30 (Dollars in thousands except per share amounts)
T.J.T., INC.—FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
T.J.T., INC. BALANCE SHEETS (Dollars in thousands)
T.J.T., INC. STATEMENTS OF OPERATION (Dollars in thousands, except per share amounts)
T.J.T., INC. STATEMENTS OF CASH FLOWS (Dollars in thousands)
T.J.T., INC. STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Dollars in thousands)
T.J.T., INC. NOTES TO FINANCIAL STATEMENTS September 30, 2000, 1999 and 1998
INDEPENDENT AUDITORS' REPORT
PART III
SIGNATURES