SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________.
Commission File No. 0-7152
DEVCON INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-0671992
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1350 E. Newport Center Drive, Suite 201, Deerfield Beach, FL 33442
(Address of Principal Executive Offices) (Zip Code)
(954) 429-1500
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of Class)
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
----- -----
As of November 5, 2002 the number of shares outstanding of the Registrant's
Common Stock was 3,554,460.
DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES
INDEX
Page Number
Part I. Financial Information:
Item 1. Condensed Consolidated Balance Sheets September 30, 2002 and
December 31, 2001 (unaudited)............................... 3-4
Condensed Consolidated Statements of Operations Three and Nine Months
Ended September 30,2002 and 2001(unaudited)...................5
Condensed Consolidated Statements of Cash Flows Nine Months Ended
September 30, 2002 and 2001(unaudited).......................6-7
Notes to Condensed Consolidated Financial Statements
(unaudited).................................................. 8-11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................11-19
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 19
Item 4. Controls and Procedures..................................... 19
Part II. Other Information..............................................20-21
Certifications.................................................22-23
2
PART I. Financial Information
- --------------------------------------------------------
Item 1. Financial Statements
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(Unaudited)
September 30, December 31,
2002 2001
--------------- ------------------
Assets
Current assets:
Cash and cash equivalents $ 9,631,324 $ 7,994,327
Receivables, net 10,697,446 12,162,049
Costs and estimated earnings
in excess of billings 2,562,606 229,056
Inventories 4,370,322 3,736,759
Prepaid expenses and other assets 832,469 645,665
-------------- --------------
Total current assets 28,094,167 24,767,856
Property, plant and equipment, net:
Land 1,462,068 1,462,068
Buildings 1,111,954 1,135,954
Leasehold improvements 3,487,021 3,159,536
Equipment 52,372,643 49,567,905
Furniture and fixtures 749,531 684,849
Construction in process 602,642 2,793,580
-------------- -------------
59,785,859 58,803,892
Less accumulated depreciation (29,927,106) (27,578,652)
------------ ------------
Total property, plant & equipment, net 29,858,753 31,225,240
Investments in unconsolidated
joint ventures and affiliates 323,229 315,858
Receivables, net 8,963,908 10,596,702
Other assets 1,212,102 1,046,091
------------- -------------
Total assets $68,452,159 $67,951,747
=========== ===========
See accompanying notes to unaudited condensed consolidated financial statements
3
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(Unaudited)
(Continued)
September 30, December 31,
2002 2001
------------ -------------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, trade and other $ 3,872,010 $ 4,093,229
Accrued expenses and other liabilities 2,542,260 2,214,575
Line of credit 538,000 -
Current installments of long-term debt 375,286 1,143,097
Billings in excess of costs and estimated earnings 2,094 414,837
Income taxes 1,017,387 699,118
------------- -------------
Total current liabilities 8,347,037 8,564,856
Long-term debt, excluding current installments 2,368,690 2,454,809
Deferred income taxes 63,285 205,344
Deferred gain on sale of businesses - 1,142,537
Other liabilities 2,267,486 1,738,930
------------- -------------
Total liabilities 13,046,498 14,106,476
Stockholders' equity:
Common stock 371,256 374,128
Additional paid-in capital 10,027,385 10,133,527
Retained earnings 48,063,102 46,941,249
Accumulated other comprehensive loss -
cumulative translation adjustment (1,973,468) (2,516,382)
Treasury stock at cost (1,082,614) (1,087,251)
------------- -------------
Total stockholders' equity 55,405,661 53,845,271
------------ ------------
Commitments and contingencies
Total liabilities and stockholders' equity $68,452,159 $67,951,747
=========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
4
DEVCON INTERNATIONAL CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three and Nine Months Ended
September 30, 2002 and 2001
(Unaudited)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2002 2001 2002 2001
--------------- ------------- -------------- -------------
Materials revenue $ 9,764,107 $ 9,418,267 $28,216,471 $31,733,359
Construction revenue 3,504,267 5,254,363 11,936,369 10,741,787
------------ ------------ ------------ ------------
Total revenue 13,268,374 14,672,630 40,152,840 42,475,146
----------- ----------- ------------ ------------
Cost of materials (7,705,817) (7,433,577) (23,102,319) (25,546,241)
Cost of construction (3,558,364) (3,906,860) (10,692,223) (8,764,700)
----------- ------------ ------------ -------------
Gross profit 2,004,193 3,332,193 6,358,298 8,164,205
Operating expenses:
Selling, general and administrative expenses (2,958,927) (3,146,928) (8,598,455) (8,106,156)
----------- ------------ ------------ -------------
Operating (loss) income (954,734) 185,265 (2,240,157) 58,049
Other income (deductions):
Joint venture equity gain 1,037 2,218 7,371 27,530
Gain on sale of equipment and property 35,720 37,310 144,190 17,599
Gain on sale of business - - 1,040,973 -
Interest expense (75,093) (110,008) (227,097) (323,985)
Interest and other income 1,051,188 886,126 3,044,142 2,197,845
Minority interest - (5,234) - 51,798
----------- ------- ----------- ---------
1,012,852 810,412 4,009,579 1,970,787
---------- ------- ------------ ------------
Income before income taxes 58,118 995,677 1,769,422 2,028,836
Income tax (expense) benefit (55,176) 40,822 (416,660) (73,349)
------------- -------------- ------------- --------------
Net income $ 2,942 $ 1,036,499 $ 1,352,762 $ 1,955,487
============= =========== =========== ===========
Earnings per share
Basic $ - $ 0.29 $ 0.38 $ 0.54
=============== ============== =========== ==============
Diluted $ - $ 0.26 $ 0.35 $ 0.49
=============== ============== =========== ==============
Weighted average number of shares outstanding
Basic 3,592,048 3,618,455 3,589,520 3,647,401
========= ========= ========= =========
Diluted 3,883,834 3,953,677 3,890,056 3,984,068
========= ========= ========= =========
See accompanying notes to unaudited condensed consolidated financial statements.
5
DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2001
(Unaudited)
2002 2001
--------------- ---------------
Cash flows from operating activities:
Net income $ 1,352,762 $ 1,955,487
Adjustments to reconcile net income
to net cash provided by operating activities:
Noncash stock compensation - 127,843
Depreciation and amortization 3,676,963 3,673,679
Deferred income taxes benefit (272,237) (130,064)
Provision for doubtful accounts and notes 185,899 135,112
Gain on sale of equipment and property (144,190) (17,599)
Gain on sale of business (1,040,973) -
Joint venture equity gain (7,371) (27,530)
Minority interest income - (51,798)
Changes in operating assets and liabilities:
Decrease (increase) in receivables 2,108,358 (1,253,798)
(Increase) decrease in costs and estimated
earnings in excess of billings (2,333,550) 824,847
Increase in inventories (540,897) (677,164)
Increase in prepaid expenses and
other current assets (205,165) (392,971)
Increase in other assets (17,472) (67,613)
Increase (decrease) in accounts payable,
accruals and other liabilities 66,029 (2,342,949)
(Decrease) increase in billings in excess
of costs and estimated earnings (412,743) 771,420
Increase (decrease) in income taxes payable 318,269 (30,866)
Increase in deferred gain and other liabilities 426,992 276,431
-------- ---------
Net cash provided by operating activities $ 3,160,674 $ 2,772,467
----------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment $(2,276,766) $(3,891,409)
Proceeds from sale of property and equipment 217,596 137,806
Payments received on notes 1,443,549 1,622,141
Investment in unconsolidated joint ventures - (5,306)
Issuance of notes (256,840) (294,000)
--------- ---------
Net cash used in investing activities $ (872,461) $(2,430,768)
------------ -----------
See accompanying notes to unaudited condensed consolidated financial statements.
6
DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2001
(Unaudited)
(Continued)
2002 2001
------------- -------------
Cash flows from financing activities:
Issuance of stock $ 44,400 $ 26,400
Purchase of treasury stock (379,686) (700,925)
Proceeds from debt - 1,891,295
Principal payments on debt (853,930) (1,947,861)
Net borrowings (repayments) of bank
credit line and overdrafts 538,000 (300,000)
------------- -------------
Net cash used in financing activities $ (651,216) $(1,031,091)
------------ -----------
Net increase (decrease) in cash and cash equivalents $1,636,997 $ (689,392)
Cash and cash equivalents, beginning of period 7,994,327 8,166,954
------------ -------------
Cash and cash equivalents, end of period $ 9,631,324 $ 7,477,562
=========== ============
Supplemental disclosures of cash flow information
Cash paid for:
Interest $ 232,243 $ 333,457
=========== =============
Income taxes $ 352,967 $ 299,013
=========== =============
Supplemental disclosures of noncash investing activities:
Receipt of notes in settlement
of receivables $1,689,905 $2,110,015
========== ==========
Translation gain (loss) adjustment $ 542,914 $ (206,747)
=========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
7
DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
The unaudited condensed consolidated financial statements include the accounts
of Devcon International Corp. and its majority-owned subsidiaries (the
"Company"). The accounting policies followed by the Company are set forth in
Note (l) to the Company's financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (the "2001 Form 10-K").
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the Company's financial
position as of September 30, 2002 and the results of its operations and cash
flows for the three and nine months ended September 30, 2002 and 2001. The
results of operations for the three and nine months ended September 30, 2002 and
2001 are unaudited and are not necessarily indicative of the results to be
expected for the full year. The unaudited condensed consolidated financial
statements included herein should be read in conjunction with the financial
statements and related footnotes included in the Company's 2001 Form 10-K.
Earnings Per Share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing income available
to common shareholders by the weighted-average number of common shares
outstanding during the period, increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares had been issued. The dilutive effect of outstanding options is reflected
in diluted earnings per share by application of the treasury stock method.
Certain options were not included in the computation of diluted earnings per
share because the options' exercise prices were greater than the average market
prices of the common shares.
September 30, 2002 September 30, 2001
Option price Options Option price Options
From To outstanding From To outstanding
Dilutive options 1.50 5.85 574,400 1.50 6.80 751,000
Not included options 6.25 9.63 234,795 7.00 14.00 66,295
Three Months Ended Nine Months Ended
Weighted average number Sept. 30, Sept. 30, Sept. 30, Sept. 30,
of shares outstanding 2002 2001 2002 2002
Basic 3,592,048 3,618,455 3,589,520 3,647,401
------------ ----------- ------------ -----------
Effect of dilutive securities: Options 291,786 335,222 300,536 336,667
Diluted 3,883,834 3,953,677 3,890,056 3,984,068
For additional disclosures regarding the employee stock options, see the 2001
Form 10-K.
8
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
Comprehensive Income
The Company's total comprehensive income, comprised of net income and foreign
currency translation adjustments, for the three and nine months ended September
30, 2002 and 2001 was as follows:
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2002 2001 2002 2001
-------------- ----------- ------------ ----------- -
Net income $ 2,942 $1,036,499 $1,352,762 $1,955,487
Other comprehensive (loss) income
- foreign currency transaction adjustments (103,220) 284,307 542,914 (206,747)
--------- ------------ ------------ ------------
Total comprehensive (loss) income $(100,278) $1,320,806 $1,895,676 $1,748,740
========= ========== ========== ==========
Segment Reporting
The following sets forth the revenue and income before income taxes for each of
the Company's business segments for the three months ended September 30, 2002
and 2001:
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2002 2001 2002 2001
-------------- -------------- -------------- ------------
Revenue (including inter-segment)
Materials $ 9,843,523 $10,016,157 $28,660,436 $32,429,957
Construction 3,519,849 5,279,656 11,978,142 10,832,895
Elimination of inter-segment (94,998) (623,183) (485,738) (787,706)
-------------- ------------- ------------- -------------
Total revenue 13,268,374 14,672,630 40,152,840 42,475,146
----------- ----------- ----------- -----------
Operating (loss) income
Materials (196,000) (283,000) (1,233,000) 283,000
Construction (542,000) 931,000 (291,000) 878,000
Unallocated corporate overhead (216,734) (462,735) (716,157) (1,102,951)
------------- ------------ ------------ -----------
Total operating (loss) income (954,734) 185,265 (2,240,157) 58,049
Other income, net 1,012,852 810,412 4,009,579 1,970,787
------------ ------------- ------------ ------------
Income before income taxes $ 58,118 $ 995,677 $ 1,769,422 $ 2,028,836
============= ============ =========== ===========
9
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
New Accounting Standards
SFAS No. 143 requires that entities record as a liability obligations associated
with the retirement of a tangible long-lived asset when such obligations are
incurred, and capitalize the cost by increasing the carrying amount of the
related long-lived asset. SFAS No. 143 is effective for fiscal years beginning
after September 15, 2002. The Company does not expect a material impact from the
adoption of SFAS No. 143 on its financial position and results of operation.
In April 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, "Rescission of FASB Statements No.4, 44 and 64, Amendment to FASB
Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
SFAS No. 4, "Reporting Gains and Losses from Extinguishments of Debt," SFAS No.
44, "Accounting for Intangible Assets of Motor Carriers" and SFAS No.64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and
amends SFAS No.13, "Accounting for Leases." This statement updates, clarifies
and simplifies existing accounting pronouncements. SFAS 145 is effective for
transactions occurring after May 15, 2002. The adoption of SFAS 145 did not have
an impact on the Company's financial position and results of operation.
In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146"). SFAS 146 will be effective for the Company for disposal activities
initiated after December 31, 2002. The Company does not expect a material impact
from the adoption of SFAS 146 on its financial position and results of
operation.
Environmental Matters
The Company is involved, on a continuing basis, in monitoring its compliance
with environmental laws and in making capital and operating improvements
necessary to comply with existing and anticipated environmental requirements.
While it is impossible to predict with certainty, management currently does not
foresee such expenses in the future as having a material effect on the Company's
business, results of operations, or financial condition.
Antigua Tax Assessment
During the fourth quarter of 2001, the Company's three subsidiaries in Antigua
were assessed $6.1 million in income and withholding taxes for the years 1995
through 1999. The Company is appealing the assessments in the appropriate
venues. The Company believes that if any tax is accrued in the future, it will
not have an immediate cash flow effect on the Company, but will result in an
offset between tax owed and the approximately $30 million receivable from the
Government of Antigua. It is too early to predict the final outcome of the
appeals process or to estimate the ultimate amount of loss, if any, to the
Company. Based on the advice from local Antiguan tax consultants and local
Antiguan counsel, management believes the Company's defenses to be meritorious
and does not believe that the ultimate outcome will have a material adverse
effect on the consolidated financial position or results of operations of the
Company.
10
Notes to Unaudited Condensed Consolidated Financial Statements
(Continued)
Contingent Liabilities
During the second quarter 2002, the Company issued a construction contract
performance guarantee together with one of the Company's customers, Northshore
Partners, Inc., ("Northshore") in favor of Estate Plessen Associates L.P. and
JPMorgan Chase Bank, for $5.1 million. In the case that Northshore is unable to
fulfill its commitments of the construction contract, the Company will have to
take Northshore's place and finish the contract. The Company is closely
monitoring the progress of construction. The Company issued a letter of credit
for $500,000 as collateral for the transaction. The construction project is
estimated to be finished within two years and the guarantee expires two years
after completion. The Company received an up front fee of $154,000, which will
be recognized over the life of the project and is entitled to an additional
$52,000 fee at the end of the project.
Details regarding the Company's other contingent liabilities are described fully
in the Company's 2001 Form 10-K. During 2002, there have been no material
changes to the Company's contingent liabilities, except for the above-mentioned
Northshore contract and Antigua tax assessment.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements, as well as the financial
statements and related notes included in the Company's 2001 Form 10-K.
Introduction
Dollar amounts of $1.0 million or more are rounded to the nearest one tenth of a
million; all other dollar amounts are rounded to the nearest one thousand and
all percentages are stated to the nearest one tenth of one percent.
This Form 10-Q contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which represent the Company's expectations and beliefs. These statements
involve risks and uncertainties that are beyond the Company's control, and
actual results may differ materially depending on many factors, including,
without limitation, the financial condition of our customers, changes in
domestic and foreign economic and political conditions, demand for our services,
changes in our competitive environment, changes in infrastructure requirements,
changes in available financing and/or cash flow, fixed price contract risks,
bidding errors, unanticipated increase in costs, penalty clauses, United States
currency fluctuations versus other currencies, foreign nations' exchange
controls, restrictions on withdrawal of foreign investments and terrorist acts
that directly or indirectly could affect our business.
11
The Company cautions that the factors described above could cause actual results
or outcomes to differ materially from those expressed in any forward-looking
statements of the Company made by or on behalf of the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors or the effect that any such factor may
have on the Company's business.
Critical Accounting Policies and Estimates
The Company has identified significant accounting policies that, as a result of
the judgments, uncertainties, uniqueness and complexities of the underlying
accounting standards and operations involved could result in material changes to
its financial condition or results of operations under different conditions or
using different assumptions. The Company believes its most significant
accounting policies are related to the following areas: estimations of cost to
complete construction contracts, allowance for credit losses, loss reserves for
inventories, accruals for deferred compensation agreements, Antiguan tax
assessment evaluation, tax on un-repatriated earnings, valuation of the Antigua
and Barbuda Government notes and the valuation allowance of deferred taxes.
Details regarding the Company's use of these policies and the related estimates
are described fully in the Company's 2001 Form 10-K. During 2002, there have
been no material changes to the Company's significant accounting policies that
impacted the Company's financial condition or results of operations.
Comparison of Three Months Ended September 30, 2002 with Three Months Ended
September 30, 2001
Revenue
The Company's revenue during the third quarter of 2002 was $13.3 million as
compared to $14.7 million during the same period in 2001. This 9.6 percent
decrease was primarily due to a decrease of $1.8 million in construction
revenue, partially offset by an increase in materials revenue of $346,000.
The Company's materials division revenue increased 3.7 percent to $9.8 million
during the third quarter of 2002 as compared to $9.4 million for the same period
in 2001, due to a small increase in concrete and block sales. We believe that
the last quarter will show a slowdown in sales due to the holidays the last two
weeks of the year.
Revenue from the Company's construction division decreased 33.3 percent to $3.5
million during the third quarter of 2002 as compared to $5.3 million for the
same period in 2001. This decrease is mainly due to contracts that were
completed during the quarter in West End, Bahamas and St. Croix, as well as the
dredge's being idle during the third quarter in 2002. The Company's backlog of
unfilled portions of land development contracts at September 30, 2002 was $5.5
million, involving 5 contracts. The backlog of two contracts for a project in
the Bahamas
12
amounted to $3.4 million. A Company subsidiary, the President, and a director of
the Company are minority partners of the entity developing this project. The
Company expects that most of these contracts will be completed in the next nine
months. The Company is actively bidding and negotiating additional projects in
other areas of the Caribbean. The Company cannot currently determine whether
demand for this division's services will increase, decrease or remain the same
throughout 2002.
Cost of Materials
Cost of materials as a percentage of materials revenue remained the same at 78.9
percent during the third quarter of 2002 compared to the same period in 2001.
This was the result of a decrease in margin in St. Martin, offset by improved
margin in Antigua.
Cost of Construction
Cost of construction as a percentage of construction revenue increased to 101.5
percent during the third quarter of 2002 from 74.4 percent during the same
period in 2001. This increase is primarily attributable to the dredging
equipment's being idle during the quarter, decreased margin on contracts in the
Bahamas and losses for the quarter on specific contracts in the Bahamas and St.
Croix, and also to the varying profitability levels of individual contracts and
the stage of completion of such contracts.
Operating Expenses
Selling, general and administrative expense ("SG&A expense") decreased by 6.0
percent to $3.0 million for the third quarter of 2002 from $3.1 million for the
same period in 2001. The decrease in SG&A expense was primarily due to the
Company incurring costs for extension of employee stock options in 2001. The
Company experienced other immaterial increases and decreases that effectively
offset each other. As a percentage of revenue, SG&A expense increased to 22.3
percent during the third quarter as compared to 21.4 percent for the same period
last year. This increase is due to a reduction of revenue. SG&A expense was not
reduced pro rata.
Operating (Loss) Income
The Company had an operating loss of $955,000 for the third quarter of 2002,
compared to operating income of $185,000 for the same period in 2001. The
Company's materials division operating loss was $196,000 during the third
quarter of 2002 compared to $283,000 during the same period in 2001. This
decrease in operating loss is primarily attributable to improved results in
Antigua and St. Croix, offset to a lesser extent by decreased results on St.
Martin. The Company foresees poor fourth quarter results for the materials
division, due to holiday shutdowns and flat demand for our products.
The Company's construction division had an operating loss of $542,000 during the
third quarter of 2002 compared to operating income of $931,000 during the same
period in 2001. This decrease was attributable to decreased margins on contracts
in the Bahamas and St. Croix, idle dredge equipment, varying profitability
levels of individual contracts, and the stage of
13
completion of such contracts. The Company foresees poor fourth quarter results
due to a low backlog for the division. The Company is in the bidding process for
various earthwork and golf course projects, which results should become known in
the fourth quarter. These contracts, if successful in the bidding, will not
commence until 2003.
Other Income (Deductions)
Gain on sale of equipment and property was $36,000 compared to $37,000 for the
same period in 2001. Interest expense decreased to $75,000 from $110,000 for the
same period in 2001, primarily due to decreased outstanding debt. Interest and
other income increased in the third quarter of 2002 to $1.1 million compared to
$886,000 for the same period in 2001, primarily due to an increase in the
interest recognized on the note receivable from the Government of Antigua, and,
to a lesser extent, to interest income from financed construction projects.
Income Taxes
The company operates in various tax jurisdictions with various tax rates, and,
depending on where profits or losses are recognized during the period, the
effective tax rate will vary. In certain jurisdictions certain income is not
taxable, and in certain jurisdictions, the Company enjoys certain tax
exemptions. The effective tax rate for the third quarter of 2002 was 94.9
percent as compared to a tax benefit of 4.1 percent for the same period in 2001.
Net Income
The Company had net income of $3,000 during the third quarter of 2002 as
compared to $1.0 million during the same period in 2001.
Comparison of Nine Months Ended September 30, 2002 with Nine Months Ended
September 30, 2001
Revenue
The Company's revenue during the first nine months of 2002 was $40.2 million as
compared to $42.5 million during the same period in 2001. This 5.5 percent
decrease was primarily due to a decrease in materials revenue of $3.5 million,
partially offset by an increase of $1.2 million in construction revenue.
The Company's materials division revenue decreased 11.1 percent to $28.2 million
during the first nine months of 2002, as compared to $31.7 million for the same
period in 2001. This decrease was due primarily to a decrease of $1.2 million
both in aggregate and concrete sales, and decreased sales of cement as a result
of the termination of the Company's cement distribution agreement with Union
Maritima Internacional, S.A. ("UMAR") on March 1, 2001. The reduction of
concrete sales of 11.3% is primarily due to the completion of a large
construction project in St. Croix and reduced volumes in St. Martin, offset to a
lesser extent by improved volumes in Antigua. The 8.4% reduction of aggregate
sales was primarily due to slowdown of the economy in Puerto Rico. The Company
believes that the events of September
14
11, 2001 resulted in reduced tourism and a corresponding slowdown in the
economies on the islands on which the Company operates. These market conditions
have resulted in a decrease in materials sales on the islands on which the
Company operates, except for Antigua.
Revenue from the Company's construction division increased 11.1 percent to $11.9
million during the first nine months of 2002 as compared to $10.7 million for
the same period in 2001. This increase is mainly due to continued work on five
contracts in the Bahamas, two of which are further described below, offset to a
lesser extent by the dredge's being idle for most of this year. The Company's
backlog of unfilled portions of land development contracts at September 30, 2002
was $5.5 million, involving 5 contracts. The backlog of two contracts for a
project in the Bahamas amounted to $3.4 million. A Company subsidiary, the
President, and a director of the Company are minority partners of the entity
developing this project. The Company expects that most of these contracts will
be completed in the next nine months. The Company is actively bidding and
negotiating additional projects in the Caribbean. The Company cannot currently
determine whether demand for this division's services will increase, decrease or
remain the same throughout 2002.
Cost of Materials
Cost of materials as a percentage of materials revenue increased to 81.9 percent
during the first nine months of 2002 from 80.5 percent for the same period in
2001. This increase was primarily the result of a decrease in revenue, which
resulted in fixed costs of sales weighing heavier on the margins for the
division, and reduced margins in St. Martin.
Cost of Construction
Cost of construction as a percentage of construction revenue increased to 89.6
percent during the first nine months of 2002 from 81.6 percent during the same
period in 2001. This increase is primarily attributable to the marine division's
having profitable work in 2001 and being idle in 2002, and also to the varying
profitability levels of individual contracts and the stage of completion of such
contracts.
Operating Expenses
Selling, general and administrative expense ("SG&A expense") increased by 6.1
percent to $8.6 million for the first nine months of 2002 compared to $8.1
million for the same period in 2001. The increase in SG&A expense was primarily
due to severance expense, losses on foreign exchange and increases in
professional fees. As a percentage of revenue, SG&A expense increased to 21.4
percent during the first nine months as compared to 19.1 percent for the same
period last year.
Operating (Loss) Income
The Company had an operating loss of $2.2 million for the first nine months of
2002 compared to operating income of $58,000 for the same period in 2001. The
Company's materials division operating loss was $1.2 million during the first
nine months of 2002 compared to income of
15
$283,000 during the same period in 2001. This increase in operating loss is
primarily attributable to decreased volumes on all islands, except Antigua, and
to increased SG&A expense. In particular, the Company has had a deteriorating
result in St. Martin. The Company is currently reviewing its options to reverse
the negative trend on St. Martin, and has laid off personnel in that operation,
the corresponding reduction of expense will first be seen in the fourth quarter.
The Company's construction division had an operating loss of $291,000 during the
first nine months of 2002 compared to income of $878,000 during the same period
in 2001. This decrease was attributable to the marine division's having
profitable work in 2001 and being idle in 2002.
Other Income (Deductions)
Gain on sale of equipment and property was $144,000, compared to $18,000 for the
same period last year. At the time of the sale of the operations in Dominica in
2000, the Company entered into a profit and loss participation agreement that
expired on March 31, 2002. During this time the gain on the sale of the
operations was deferred. At March 31, 2002, the Company recognized a gain on
sale of business of $1.0 million. Interest expense decreased to $227,000 from
$324,000 for the same period in 2001, primarily due to decreased outstanding
debt. Interest and other income increased in the first nine months of 2002 to
$3.0 million, compared to $2.2 million for the same period in 2001, primarily
due to an increase in the interest recognized on the note receivable from the
Government of Antigua, and, to a lesser extent, to interest income from financed
construction projects.
Income Taxes
The Company operates in various tax jurisdictions with various tax rates, and
depending on where profits or losses are recognized during the period, the
effective tax rate will vary. In certain jurisdictions certain income is not
taxable, and in certain jurisdictions, the Company enjoys certain tax
exemptions. The effective tax rate for the first nine months of 2002 was 23.5
percent as compared to 3.6 percent for the same period in 2001.
Net Income
The Company had net income of $1.4 million for the first nine months of 2002 as
compared to $2.0 million for the same period in 2001.
Liquidity and Capital Resources
The Company generally funds its working capital needs from operations and bank
borrowings. In the land development construction business, the Company must
expend considerable funds for equipment, labor and supplies to meet the needs of
particular projects. The Company's capital needs are greatest at the start of
any new contract, since the Company generally must complete 45 to 60 days of
work before receiving the first progress payment. As a project continues, a
portion of the progress billing is usually withheld as retainage until all work
is complete, further increasing the need for capital. During the third quarter
of 2002, the Company provided long-term financing in the amount of $455,000 to
certain customers who utilized its land development
16
construction services and purchased materials. The Company has also provided
financing for other business ventures from time to time. With respect to the
Company's materials division, accounts receivable are typically outstanding for
a minimum of 60 days and in some cases much longer.
The nature of the Company's business requires a continuing investment in plant
and equipment, along with the related maintenance and upkeep costs of such
equipment. These purchases of equipment should result in cash expenditures of
approximately $3.0 million during 2002. The Company has, since the beginning of
2000, funded most of these expenditures out of its current working capital.
Management believes the cash flow from operations, existing working capital, and
funds available from lines of credit will be adequate to meet the company's
needs during the next 12 months. Historically, the Company has used a number of
lenders to finance a portion of its machinery and equipment purchases, however,
since 2001 there are no outstanding amounts owed to these lenders. Management
believes it has significant collateral and financial stability to be able to
obtain significant financing, should it be required.
As of September 30, 2002, the Company's liquidity and capital resources included
cash and cash equivalents of $9.6 million and working capital of $19.7 million.
As of September 30, 2002, total outstanding liabilities were $13.0 million. As
of September 30, 2002, the Company had available lines of credit totaling
$612,000.
Cash flows provided by operating activities for the nine months ended September
30, 2002 were $3.2 million compared to $2.8 million for the same period in 2001.
The primary use of cash for operating activities during the nine months ended
September 30, 2002 was an increase in costs and estimated earnings in excess of
billings of $2.3 million, and an increase in inventory of $541,000, offset to a
lesser extent by a decrease in receivables of $2.1 million and an increase in
deferred gain and other liabilities.
Net cash used in investing activities was $872,000 in the first nine months of
2002. Purchases of property, plant and equipment were $2.3 million. The Company
issued new notes receivable for $257,000 and receipts on notes receivable were
$1.4 million. Net cash used in financing activities was $651,000 for the first
nine months of 2002, consisting primarily of principal payments of debt and
purchase of treasury stock, offset to a lesser extent by proceeds from a line of
credit.
The Company's accounts receivable has an average of 45 days of sales outstanding
as of September 30, 2002. This is an improvement from 78 days at the end of
December 2001. The Company's materials segment improved to 50 days as compared
to 61 days at the end of this quarter, mainly due to the payment from one larger
customer in Antigua. The construction segment has improved substantially to 32
days as compared to 113 days at the end of last year. The improvement was due to
large cash receipts from the venture in the Bahamas in the beginning of the
year. The Company does not consider notes receivable in this calculation.
The Company entered into a new unsecured credit line of $1.0 million in May 2001
with a bank in Florida. The bank can demand repayment of the loan and
cancellation of the overdraft facility, if certain financial or other covenants
are in default. The Company is in compliance with the
17
covenants as of September 30, 2002. There was an outstanding balance of
$538,000 as of September 30, 2002. The interest rate on indebtedness outstanding
under the credit line is at a rate variable with Libor.
The Company has borrowed approximately $2.1 million from the Company President.
The note is unsecured and bears interest at the prime rate. Two hundred ninety
thousand is due on demand, and $1.8 million is due on January 1, 2004. The
President has the option of making the note due on demand should a "Change of
Control" occur. A Change of Control has occurred if a person or group acquires
15.0 percent or more of the common stock or announces a tender offer, the
consummation of which would result in ownership by a person or group of 15.0
percent or more of the common stock.
The Company entered into an agreement with the Company President in September
2000, whereby Mr. Smith shall receive a retirement benefit. The accrued
liability as of September 30, 2002 was $1.1 million, and the Company estimates
to accrue an additional $246,000 through March 2003. The Company estimates that
the total accrual will then be sufficient to cover its obligations under the
aforementioned agreement.
Receivables at September 30, 2002 include a net balance of $7.2 million,
consisting of promissory notes due from the Government of Antigua and Barbuda,
substantially all of which is classified as a long-term receivable. The gross
balance of the notes is $30.2 million. The notes were restructured on April 28,
2000 and call for both quarterly and monthly principal and interest payments
until maturity in 2015. The notes are paid from agreed upon sources, which
consist of lease proceeds from the rental of a United States military base, fuel
tax revenue, proceeds from a real estate venture and other sources. Receipts
recorded for the nine months ended September 30, 2002 were $2.8 million.
During the second quarter of 2002, the Company issued a construction contract
performance guarantee together with one of the Company's customers for $5.1
million. The Company issued a letter of credit for $500,000 as collateral for
the transaction. The construction project is estimated to be finished within two
years and the guarantee expires two years after completion.
Repurchase of Company Shares
On August 9, 2002 the Board of Directors ("Board") approved a plan for the
Company to purchase Company shares in the open market for up to $3.0 million.
The timing of share repurchases, the actual number of shares purchased and the
price to be paid will depend upon the availability of shares, the prevailing
market prices and other considerations which may in the opinion of the Board or
management affect the advisability of purchasing Devcon shares. The Company
repurchased 59,000 shares through September 30, 2002 at an average price of
$6.47. As of September 30, 2002 the Company had 158,100 shares of treasury stock
as compared to 154,700 as of December 31, 2001.
18
Related Party Transactions
The Company has certain transactions with some of the Directors or employees.
Details regarding the Company's transaction with related parties are described
fully in the Company's 2001 Form 10-K. During the third quarter of 2002, the
Company purchased 4,200 shares of Company stock from an officer at the
prevailing market rate. There have been no other material changes to the
Company's related party transactions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to financial market risks due primarily to changes in
interest rates, which it manages primarily by managing the maturities of its
financial instruments. The Company does not use derivatives to alter the
interest characteristics of its financial instruments. Management does not
believe a change in interest rate will materially affect the Company's financial
position or results of operations.
The Company has significant operations overseas. Generally, all significant
activities of the overseas affiliates are recorded in their functional currency,
which is generally the currency of the country of domicile of the affiliate. The
foreign functional currencies that the Company deals with are Netherlands
Antilles Guilders, Eastern Caribbean Units and Euros. The first two are pegged
to the U.S. dollar and have remained fixed for many years. Management does not
believe a change in the Euro exchange rate will materially affect the Company's
financial position or result of operations. The French operations are
approximately 10% of the Company's total operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and participation of the Company's Chief
Executive Officer and Chief Financial Officer (the "Officers") of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that
evaluation, the Officers concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included the in the Company's periodic
SEC filings, including this report.
Internal Controls
There were no significant changes made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
19
PART II. OTHER INFORMATION
- ---------------------------------------------
Item 1. Legal Proceedings
The Company is from time to time involved in routine litigation
arising in the ordinary course of its business, primarily related
to its construction activities.
The Company is subject to certain Federal, state and local
environmental laws and regulations. Management believes that the
Company is in compliance with all such laws and regulations.
Compliance with environmental protection laws has not had a
material adverse impact on the Company's consolidated financial
condition, results of operations or cash flows in the past and is
not expected to have a material adverse impact in the foreseeable
future.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(b) Reports on Form 8-K:
None
20
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 12, 2002 /S/ JAN A. NORELID
-------------------
Jan A. Norelid
Vice President - Finance
21
CERTIFICATIONS
I, Donald L. Smith, Jr. certify that:
1. I have reviewed this quarterly report on Form 10-Q of Devcon
International Corp.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared.
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the Evaluation
Date).
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation of the Evaluation Date.
5. The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants Board of Directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial
data and have identified for the registrants auditors any
material weaknesses in internal controls.
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrants internal controls.
6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 /s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
President and Chairman of the Board
22
CERTIFICATIONS
I, Jan A. Norelid, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Devcon International Corp.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared.
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the Evaluation
Date).
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation of the Evaluation Date.
5. The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants Board of Directors (or persons
performing the equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial
data and have identified for the registrants auditors any
material weaknesses in internal controls.
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrants internal controls.
6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 /s/ Jan A. Norelid
Jan A. Norelid
Chief Financial Officer
23
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1
CERTIFICATION PURSUANT TO
U.S.C. SECTION 1350,
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Devcon International Corp. (the
"Company") on Form 10-Q for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Jan
A. Norelid, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The report fully complies with the requirements of section 13
(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
Date: November 12, 2002 /s/ Jan A. Norelid
Jan A. Norelid
Chief Financial Officer
Exhibit 99.2
CERTIFICATION PURSUANT TO
U.S.C. SECTION 1350,
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Devcon International Corp. (the
"Company") on Form 10-Q for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Donald L. Smith, Jr., Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The report fully complies with the requirements of section 13
(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
Date: November 12, 2002 /s/ Donald L. Smith, Jr.
Donald L. Smith, Jr.
Chief Executive Officer